Cars.com (CARS) CFO logs RSU grants and tax-withholding share offsets

Rhea-AI Filing Summary

Cars.com Inc. Chief Financial Officer Sonia Jain reported equity compensation activity involving the company’s common stock. On March 2, 2026, she had 19,621 and 7,391 shares treated as "disposed" at $8.54 per share, but footnotes explain these shares were retained by the company to cover tax withholding on vested restricted stock units and performance-based units rather than sold in the market.

On the same date, she acquired 26,536 shares through a grant or award at no cost, including shares earned upon vesting of performance awards. After these transactions, her directly held and RSU-inclusive holdings, as reported in the filing’s totals, increased to 243,166 shares.

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^*

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)
03/02/2026

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		19,621(1)	D	$8.54	224,021(2)	D
Common Stock	03/02/2026		A		26,536(3)	A	$0	250,557(2)	D
Common Stock	03/02/2026		F		7,391(4)	D	$8.54	243,166(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.

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 Sonia Jain	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 transactions did CARS CFO Sonia Jain report on March 2, 2026?

Sonia Jain reported equity compensation-related transactions on March 2, 2026. She had shares withheld by Cars.com Inc. to cover tax obligations on vesting RSUs and performance units, and received a grant of 26,536 common shares at no cost as part of her compensation.

Were the CARS shares reported by CFO Sonia Jain open-market sales?

The reported CARS share dispositions were not open-market sales. Footnotes state the "disposed" shares were retained by Cars.com Inc. to satisfy tax withholding obligations tied to vesting restricted stock units and performance-based restricted stock units, rather than being sold on the open market.

How many CARS shares did Sonia Jain receive as a grant or award?

Sonia Jain acquired 26,536 CARS common shares via a grant or award. The filing labels this as a grant, award, or other acquisition at a price of $0.00 per share, and notes that some of these shares were earned upon vesting of performance awards.

What was the price used for the CARS tax-withholding share dispositions?

The tax-withholding dispositions used a price of $8.54 per CARS share. Two Form 4 entries show 19,621 and 7,391 common shares respectively treated as disposed at $8.54 per share to cover tax obligations associated with vesting equity awards.

What is Sonia Jain’s reported Cars.com Inc. shareholding after these Form 4 transactions?

After these transactions, Sonia Jain’s reported holdings total 243,166 shares. The final line of the filing shows 243,166 common shares held directly, and a footnote clarifies that this figure includes restricted stock units tied to Cars.com Inc.

How does the CARS Form 4 distinguish between acquisitions and dispositions for Sonia Jain?

The CARS Form 4 shows both acquisitions and dispositions. One transaction is coded "A" as a grant or award acquisition, while two are coded "F" as tax-withholding dispositions, where shares were retained by the company to meet tax liabilities on vested equity awards.