Cars.com (CARS) CCO uses 8,256 RSU shares to cover tax withholding

Rhea-AI Filing Summary

Cars.com Inc. Chief Commercial Officer Lisa Gosselin reported a tax-related share disposition. On the vesting of restricted stock units (RSUs), 8,256 shares of common stock were retained by the company to cover tax withholding obligations rather than being issued as shares, leaving her with 85,173 shares held directly, including RSUs.

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

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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^*

Gosselin Lisa

(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
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

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		8,256(1)	D	$8.54	85,173(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

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.

	/s/Angelique Strong Marks, as Attorney-in-Fact for Lisa Gosselin	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Cars.com (CARS) report for Lisa Gosselin?

Cars.com reported a tax-withholding disposition by Chief Commercial Officer Lisa Gosselin. When her RSUs vested, 8,256 common shares were retained by the company to satisfy tax withholding obligations, rather than being issued as tradable shares.

Was the Cars.com (CARS) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 8,256 shares underlying vested RSUs were retained by Cars.com to cover tax obligations, so they were never issued or sold into the market.

How many Cars.com (CARS) shares does Lisa Gosselin hold after this Form 4?

After the tax-withholding transaction, Lisa Gosselin holds 85,173 shares of Cars.com common stock directly. This figure includes shares underlying restricted stock units, as specifically noted in the filing’s footnotes.

What does transaction code F mean in the Cars.com (CARS) Form 4?

Transaction code F indicates payment of exercise price or tax liability with securities. Here, 8,256 RSU-based shares were retained by Cars.com to satisfy tax withholding when the RSUs vested, rather than being issued as shares to the insider.

How was the price per share reported in the Cars.com (CARS) Form 4?

The filing reports a price of $8.54 per share for the 8,256 disposed shares. This reflects the value used for the tax-withholding calculation tied to the RSU vesting event, not an open-market transaction price.