Cars.com (CARS) CLO has RSU shares withheld to cover tax bill

Rhea-AI Filing Summary

Cars.com Inc.'s Chief Legal Officer, Angelique Strong Marks, reported a tax-related share disposition. On the reported date, 16,442 shares of common stock underlying vested restricted stock units were withheld by Cars.com Inc. to cover tax obligations, rather than being sold in the open market.

These shares were retained by the company and not issued, while Marks’ direct holdings after this transaction total 143,013 shares of common stock, including restricted stock units and 1,621 shares acquired through the company’s Employee Stock Purchase Plan.

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^*

Marks Angelique Strong

(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 Legal 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		16,442(1)	D	$8.54	143,013(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. Also includes 1621 shares of common stock acquired pursuant to the Company's Employee Stock Purchase Plan.

	/s/Angelique Strong Marks	03/04/2026
	** 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 insider transaction did Cars.com (CARS) report for Angelique Strong Marks?

Cars.com reported that Chief Legal Officer Angelique Strong Marks had 16,442 shares withheld to satisfy tax obligations from vesting RSUs. The shares were retained by the company, not sold in the market, and reflect a routine tax-withholding disposition.

Were the Cars.com (CARS) shares in this Form 4 sold on the open market?

No, the 16,442 Cars.com shares were not sold on the open market. They were retained by the company to cover tax withholding obligations tied to vesting restricted stock units, meaning no open-market sale occurred in this transaction.

How many Cars.com (CARS) shares does Angelique Strong Marks hold after this transaction?

After the reported tax-withholding disposition, Angelique Strong Marks directly holds 143,013 shares of Cars.com common stock. This figure includes restricted stock units and 1,621 shares acquired through the company’s Employee Stock Purchase Plan, as disclosed in the filing footnotes.

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

Transaction code “F” indicates shares used to pay an exercise price or tax liability. For Cars.com, 16,442 shares underlying vested RSUs were withheld by the company to satisfy tax withholding obligations, rather than being sold for discretionary portfolio reasons.

Did the Cars.com (CARS) Chief Legal Officer acquire or dispose of shares overall in this Form 4?

The Form 4 reflects a disposal for tax withholding purposes, not a discretionary sale. Shares underlying vested RSUs were withheld by Cars.com to cover taxes, while the officer’s total direct holdings after the transaction are reported as 143,013 shares of common stock.

What role does the Employee Stock Purchase Plan play in Angelique Strong Marks’ Cars.com (CARS) holdings?

The filing notes that her holdings include 1,621 shares acquired through Cars.com’s Employee Stock Purchase Plan. This plan allows eligible employees to buy company stock, and these shares are part of her total 143,013 directly held common shares after the reported transaction.