Cars.com director receives 18,267 RSU award

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Form Type

Rhea-AI Filing Summary

McGovern Jr. Donald A. reported acquisition or exercise transactions in this Form 4 filing.

Cars.com Inc. director Donald A. McGovern Jr. received an award of 18,267 restricted stock units on common stock as compensation. The RSUs were granted at no cash price and are subject to vesting. Following this grant, he holds 110,900 shares and RSUs directly.

Insider Trade Summary

Grant/Award: 18,267 shares

Grant/Award 1 txn

Insider McGovern Jr. Donald A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,267	$0.00	$0.00

Holdings After Transaction: Common Stock — 110,900 shares (Direct)

Footnotes (2)

F1. Restricted stock units ("RSUs") granted under the Cars.com Inc. (the "Company") Omnibus Incentive Compensation Plan, subject to vesting. Each RSU represents a right to receive one share of the Company's common stock.
F2. Includes RSUs.

Key Figures

RSUs granted: 18,267 units Grant price: $0.00 per share Holdings after grant: 110,900 shares/RSUs

3 metrics

RSUs granted 18,267 units Restricted stock units on common stock awarded to director

Grant price $0.00 per share Compensation grant, no cash paid by director

Holdings after grant 110,900 shares/RSUs Total direct beneficial ownership following RSU award

Key Terms

Restricted stock units, RSUs, Omnibus Incentive Compensation Plan

3 terms

Restricted stock units financial

"Restricted stock units ("RSUs") granted under the Cars.com Inc. ..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

"Each RSU represents a right to receive one share of the Company's common stock."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Omnibus Incentive Compensation Plan financial

"RSUs granted under the Cars.com Inc. (the "Company") Omnibus Incentive Compensation Plan"

An omnibus incentive compensation plan is a single, flexible program that lets a company grant different kinds of pay — such as cash bonuses, stock options, restricted stock, or performance awards — to employees, executives and directors. Investors care because the plan affects how much ownership can be given away (dilution), how much the company spends on pay, and whether executives’ goals are aligned with shareholders, much like a menu that decides what rewards staff can pick and how costly they are.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Cars.com (CARS) disclose for Donald A. McGovern Jr.?

Cars.com reported that director Donald A. McGovern Jr. received a grant of 18,267 restricted stock units. These RSUs are compensation, carry no purchase price, and each unit represents one share of Cars.com common stock upon vesting.

How many Cars.com (CARS) shares does Donald A. McGovern Jr. hold after this Form 4?

After the reported RSU grant, Donald A. McGovern Jr. beneficially owns 110,900 shares and RSUs of Cars.com common stock. This total includes the newly granted restricted stock units, which will deliver shares as they vest over time.

Was the Cars.com (CARS) insider transaction a market purchase or sale?

The transaction was not a market buy or sell. It was a grant of 18,267 restricted stock units at a price of $0.00 per share as part of compensation, with future shares delivered only when the RSUs vest.

What are the terms of the RSUs granted to the Cars.com (CARS) director?

The filing states the award consists of restricted stock units granted under the Cars.com Inc. Omnibus Incentive Compensation Plan. Each RSU entitles the holder to receive one share of Cars.com common stock, subject to vesting conditions described in the plan.

Does the Cars.com (CARS) Form 4 mention derivative securities or option exercises?

No derivative securities or option exercises are listed in this Form 4. The only reported transaction is a non-derivative grant of 18,267 restricted stock units, which are equity awards settling in common stock when vesting requirements are met.

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Accepted by SEC EDGAR 06/09/2026 - 05:00 PM EDT

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
Estimated average burden
hours per response:			0.5

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^*

McGovern Jr. Donald A.

(Last)

(First)

(Middle)

C/O CARS.COM INC.

300 S. RIVERSIDE PLAZA, SUITE 1100

(Street)

CHICAGO

ILLINOIS

60606

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2026		A		18,267⁽¹⁾	A	$0	110,900⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock units ("RSUs") granted under the Cars.com Inc. (the "Company") Omnibus Incentive Compensation Plan, subject to vesting. Each RSU represents a right to receive one share of the Company's common stock.

2. Includes RSUs.

	/s/Angelique Strong Marks, as Attorney-in-Fact for Donald A. McGovern, Jr.	06/09/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR