Cars.com grants RSUs and PSUs to incoming CEO-designate

Cars.com Inc. reported new equity awards to its CEO-designate following a transaction dated 12/22/2025.

Accepted by SEC EDGAR 12/29/2025 - 03:54 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cars.com Inc. reported new equity awards to its CEO-designate following a transaction dated 12/22/2025. The executive received 233,827 shares of common stock in the form of restricted stock units granted under the Cars.com Inc. 2025 Inducement Equity Plan, at a stated price of $0.00 per unit. Each RSU converts into one share of common stock upon vesting.

The filing also shows a grant of 155,885 performance-based stock units with a conversion price of $0.00. These PSUs may settle in an equal number of common shares if specified stock performance goals are met and the executive continues in service through the vesting dates. The PSUs can vest in three equal installments tied to 30‑day average stock price goals of $15, $16 and $17 and dates of January 1, 2027, January 1, 2028 and December 31, 2028.

Insider Trade Summary

Grant/Award: 389,712 shares

Grant/Award 2 txns

Insider Hartmann Tobias

Role CEO-Designate

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Stock Units	155,885	$0.00	$0.00
Grant/Award	Common Stock	233,827	$0.00	$0.00

Holdings After Transaction: Performance-Based Stock Units — 155,885 contracts (Direct); Common Stock — 233,827 shares (Direct)

Holdings Before and After: Performance-Based Stock Units, 0 to 155,885 contracts (Direct); Common Stock, 0 to 233,827 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units ("RSUs") granted under the Cars.com Inc. 2025 Inducement Equity Plan, subject to vesting. Each RSU represents a right to receive one share of the Company's common stock.
2. F2. Includes RSUs.
3. F3. The reported Performacne-Based Stock Units (PSUs) represent a contingent right to receive one share of the Company's common stock upon the attinment of specified Company stock performance goals and continued service through the applicable vesting dates.The PSUs have no exercise price and will settle, if earned, in shares of the Company's common stock. PSUs may vest in three equally weighted installments on the later of (i) the achievement of stock price goals (based on the 30 trading day closing price average) of $15, $16 and $17 and (ii) January 1, 2027, January 1, 2028 and December 31, 2028, respectively.

FAQ

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

What insider transaction did Cars.com (CARS) report in this Form 4?

The filing reports equity awards to the CEO-designate, including 233,827 restricted stock units of Cars.com Inc. common stock and 155,885 performance-based stock units, both with a stated price of $0.00.

Who received the new equity awards at Cars.com (CARS) and in what role?

The awards were made to a reporting person identified as an officer of Cars.com Inc., with the title CEO-Designate, indicating the individual is designated to become the company’s chief executive officer.

How many restricted stock units did the Cars.com CEO-designate receive?

The CEO-designate received 233,827 restricted stock units (RSUs) of Cars.com Inc. common stock, granted under the company’s 2025 Inducement Equity Plan, each representing one share upon vesting.

What are the terms of the performance-based stock units granted by Cars.com (CARS)?

The filing discloses 155,885 performance-based stock units (PSUs) that may settle into the same number of common shares upon attainment of specified stock performance goals and continued service through the relevant vesting dates.

What stock price goals apply to the Cars.com performance-based stock units?

The PSUs may vest in three equally weighted installments upon achievement of stock price goals, based on a 30 trading day closing price average, of $15, $16 and $17, combined with service through the stated vesting dates.

When can the Cars.com (CARS) performance-based stock units vest?

The PSUs may vest in three installments on the later of the achievement of the stock price goals and the dates January 1, 2027, January 1, 2028 and December 31, 2028, respectively.

Do the Cars.com RSUs and PSUs have an exercise price?

The RSUs and PSUs are shown with a price or conversion price of $0.00. The PSUs have no exercise price and will settle, if earned, in shares of Cars.com Inc. common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Hartmann Tobias

(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)
	CEO-Designate

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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	12/22/2025		A		233,827(1)	A	$0.00	233,827(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
Performance-Based Stock Units	$0.00	12/22/2025		A		155,885		(3)	(3)	Common Stock	155,885	$0.00	155,885	D

Explanation of Responses:

1. Restricted stock units ("RSUs") granted under the Cars.com Inc. 2025 Inducement Equity Plan, subject to vesting. Each RSU represents a right to receive one share of the Company's common stock.

2. Includes RSUs.

3. The reported Performacne-Based Stock Units (PSUs) represent a contingent right to receive one share of the Company's common stock upon the attinment of specified Company stock performance goals and continued service through the applicable vesting dates.The PSUs have no exercise price and will settle, if earned, in shares of the Company's common stock. PSUs may vest in three equally weighted installments on the later of (i) the achievement of stock price goals (based on the 30 trading day closing price average) of $15, $16 and $17 and (ii) January 1, 2027, January 1, 2028 and December 31, 2028, respectively.

Remarks:

1. Exhibit Index - Exhibit No. 24.1 - Power of Attorney

	/s/Angelique Strong Marks, as Attorney-in-Fact for Tobias Hartmann	12/29/2025
	** 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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** 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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