Cars.com (CARS) CFO receives 156,267-share RSU compensation award

Rhea-AI Filing Summary

Jain Sonia reported acquisition or exercise transactions in this Form 4 filing.

Cars.com Inc. Chief Financial Officer Sonia Jain received a grant of 156,267 shares of common stock in the form of restricted stock units (RSUs) under the company’s Omnibus Incentive Compensation Plan. The RSUs are subject to vesting, and each RSU represents one share of Cars.com common stock.

Following this award, Jain directly holds 399,433 shares of Cars.com, including RSUs. This is a compensation-related equity award rather than an open-market purchase or sale, designed to align the CFO’s interests with long-term shareholder value.

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

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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^*

Jain Sonia

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		A		156,267(1)	A	$0	399,433(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. 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 Sonia Jain	03/13/2026
	** 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.

FAQ

What did Cars.com (CARS) disclose about CFO Sonia Jain in this Form 4?

Cars.com reported that CFO Sonia Jain received a grant of 156,267 restricted stock units. These RSUs were issued under the company’s Omnibus Incentive Compensation Plan as equity compensation, rather than an open-market purchase or sale of existing shares.

How many Cars.com (CARS) shares does CFO Sonia Jain hold after the RSU grant?

After the grant, CFO Sonia Jain directly holds 399,433 shares of Cars.com common stock. This total includes restricted stock units, which convert into shares as they vest over time according to the plan’s terms.

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

The filing states that Sonia Jain’s award consists of restricted stock units subject to vesting conditions. Each RSU represents a right to receive one share of Cars.com common stock once the applicable vesting requirements under the company’s Omnibus Incentive Compensation Plan are satisfied.

Is the Cars.com (CARS) CFO’s Form 4 transaction a stock purchase or sale?

The transaction is classified as an acquisition by grant or award, not a market trade. CFO Sonia Jain received 156,267 restricted stock units as equity compensation, with no price paid per share and no sale of shares reported in this Form 4.

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

The Form 4 data show no derivative transactions or option exercises for this event. The only reported activity is the grant of 156,267 restricted stock units, which are non-derivative equity awards tied to future delivery of common shares upon vesting.