Former Cars.com (CARS) CEO awarded 137,797 shares, uses stock for taxes

Rhea-AI Filing Summary

Cars.com Inc. reported insider equity changes for former director and CEO Thomas Alex Vetter. On March 2, 2026, he received a grant or award of 137,797 shares of common stock at $0.0000 per share, increasing his direct common stock holdings to 911,092 shares.

On the same date, the company retained (but did not issue) 71,665 and 67,444 underlying common shares at $8.54 per share to satisfy tax withholding tied to vesting of RSUs and PSUs, which is reported as a tax-withholding disposition rather than an open-market sale. The filing also updates multiple stock option positions, including holdings of 513,228, 290,994, and 263,119 options.

Insights

Equity Compensation Analyst

Routine equity award and tax withholding entries, net effect neutral.

The activity combines a sizable equity grant of 137,797 Cars.com shares to former CEO Thomas Alex Vetter with tax-withholding dispositions of 71,665 and 67,444 shares at $8.54. Footnotes clarify the shares used for withholding were retained by the company and not issued into the market.

This pattern is typical for vesting RSUs and PSUs rather than discretionary trading. Common stock ownership increases to 911,092 shares, while stock option holdings are updated across several award lots. There is no indication of open-market buying or selling, so the overall signal is largely administrative and neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vetter Thomas Alex

(Last) (First) (Middle)

C/O CARS.COM INC.

300 S. RIVERSIDE PLAZA, SUITE 1100

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cars.com Inc. [ CARS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former Director & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		F		71,665(1)	D	$8.54	773,232(2)	D
Common Stock	03/02/2026		A		137,797(3)	A	$0	911,092(2)	D
Common Stock	03/02/2026		F		67,444(4)	D	$8.54	843,585(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$5.4							03/01/2023	03/18/2030	Common Stock	513,228		513,228	D
Stock Options (right to buy)	$15.17							03/01/2024	03/17/2031	Common Stock	290,994		290,994	D
Stock Options (right to buy)	$15.07							03/01/2025	03/16/2032	Common Stock	263,119		263,119	D

Explanation of Responses:

1. The shares of common stock underlying restricted stock units ("RSUs") that are being reported as "disposed" were retained (but not issued) by Cars.com Inc. (the "Company") in satisfaction of tax withholding obligations associated with the vesting of RSUs.

2. Includes RSUs.

3. Shares of common stock earned upon vesting of performance awards.

4. The shares of common stock underlying the performance-based restricted stock units (PSUs) being reported as "disposed" were retained (but not issued) by the Company in satisfaction of tax withholding obligations associated with the vesting of PSUs.

	/s/Angelique Strong Marks, as Attorney-in-Fact for T. Alex Vetter	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did CARS former CEO Thomas Alex Vetter report?

Thomas Alex Vetter reported a grant of 137,797 Cars.com common shares and two tax-withholding dispositions of 71,665 and 67,444 shares. The dispositions satisfied tax obligations on vesting RSUs and PSUs rather than representing open-market stock sales.

Did Thomas Alex Vetter sell Cars.com (CARS) shares in the open market?

The transactions do not reflect open-market sales. Shares underlying 71,665 and 67,444 units at $8.54 per share were retained by Cars.com to cover tax withholding when RSUs and PSUs vested, according to the filing footnotes.

How many Cars.com (CARS) shares does Thomas Alex Vetter own after this Form 4?

After these transactions, Thomas Alex Vetter directly holds 911,092 shares of Cars.com common stock. This total reflects the newly granted 137,797 shares and the tax-withholding dispositions, which involved shares retained by the company rather than sold into the market.

What was the size and price of the Cars.com (CARS) tax-withholding dispositions?

The Form 4 shows two tax-withholding dispositions of 71,665 and 67,444 common shares at $8.54 per share. Footnotes state these underlying shares were retained, not issued, to satisfy tax obligations on vesting RSUs and performance-based restricted stock units.

What type of equity award did CARS grant to Thomas Alex Vetter on March 2, 2026?

On March 2, 2026, Cars.com granted or awarded 137,797 shares of common stock to Thomas Alex Vetter at a stated price of $0.0000 per share. The filing notes this as a grant or award acquisition rather than an open-market purchase transaction.

How did Thomas Alex Vetter’s Cars.com (CARS) stock options change in this filing?

The Form 4 updates his direct holdings in several stock option awards, showing positions of 513,228, 290,994, and 263,119 options. These entries appear as holdings updates, with no specific exercise price changes or open-market option transactions disclosed in the provided data.