CARS / Cars.com Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 07, 2025 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Cars.com Reports Second Quarter 2025 Results Grew to 19,412 Dealer Customers, Driven by Strong Sequential Increase in Marketplace Subscriptions Achieved Record First Half 27.8MM Monthly Average Unique Visitors and 332MM Visits Repurchased 2.1 Million

Exhibit 99.1 Cars.com Reports Second Quarter 2025 Results Grew to 19,412 Dealer Customers, Driven by Strong Sequential Increase in Marketplace Subscriptions Achieved Record First Half 27.8MM Monthly Average Unique Visitors and 332MM Visits Repurchased 2.1 Million Shares, Representing 3% of Shares Outstanding Raising FY 2025 Share Repurchase Target to $70 to $90 Million CHICAGO, August 7, 2025 - Ca

Amended and Restated Certificate of Incorporation of Cars.com Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARS.COM INC. Cars.com Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended and supplemented (the “DGCL”), hereby certifies as follows: A. The name of the Corporation is Car

FORM 8-K Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Item 5.07 Submission of Matters to a Vote of Security Holders.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 04, 2025 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Number

Filing Fee Table

Exhibit 107 Form S-8 (Form Type) Cars.com Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered1 Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price2 Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per share Other 4,000,000 $10.16 $40,6

As filed with the Securities and Exchange Commission on June 4, 2025

As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.

Cars.com Inc. Omnibus Incentive Compensation Plan

Exhibit 99.1 Cars.com Inc. Omnibus Incentive Compensation Plan (Amended and Restated Effective June 4, 2025) Introduction In 2017, TEGNA Inc. (the “Predecessor Company”) separated its digital automotive marketplace business from its media and other digital businesses. The separation occurred when TEGNA Inc. contributed its digital automotive marketplace businesses to a newly formed subsidiary, Car

Cars.com Reports First Quarter 2025 Results Delivered Q1 Revenue of $179 Million, Driven by OEM and National Revenue Growth of 6% YoY Reached 19,250 Dealer Customers, Reflecting Strong Solutions Adoption Achieved New Quarterly Record of 29 Million Av

Exhibit 99.1 Cars.com Reports First Quarter 2025 Results Delivered Q1 Revenue of $179 Million, Driven by OEM and National Revenue Growth of 6% YoY Reached 19,250 Dealer Customers, Reflecting Strong Solutions Adoption Achieved New Quarterly Record of 29 Million Average Monthly Unique Visitors Repurchased 1.6 Million Shares CHICAGO, May 8, 2025 - Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2025 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934               Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐               Check the appropriate box                ☐     Preliminary Proxy Statement      ☐     Confidential, for Use of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934               Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐               Check the appropriate box               ☐     Preliminary Proxy Statement      ☐     Confidential, for Use of the Commission Only

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Leading the tariff conversation on LinkedIn Growing, growing… and we set a new record for unique visitors on Cars.com! Turning market shifts into major wins New CCMN Landing Page Launch Powers Unified Storytelling Across the Business Bold moves, bi

Exhibit 99.1 Hello Cars Commerce! What a Q1! As you know, we broke a new record for UVs, jumped on the tariffs news to assert our credibility, and continued to build on all fronts - from new capabilities to new learnings to New Car Hub. Check out some of our wins from March below. And as always, reach out to the Marketing team with any questions. Thanks for reading, Jen GROW DEALER CUSTOMERS Leadi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934               Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐               Check the appropriate box               ☒     Preliminary Proxy Statement      ☐     Confidential, for Use of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37869 Cars.com Inc. (

Cars.com Inc. Insider Trading Policy

CARS.COM INC. INSIDER TRADING POLICY Introduction If you are an employee or a member of the Board of Directors of Cars.com Inc. d/b/a Cars Commerce or its subsidiaries (collectively, “Cars Commerce”), you may from time to time come into possession of material, non-public information relating to Cars Commerce. Federal securities laws prohibit “insiders” like you from buying or selling Cars Commerce

Cars.com Reports Fourth Quarter and Full Year 2024 Results Record Full Year Revenue of $719 Million, up 4% Year-Over-Year AccuTrade Connected Expands to ~1,000 Subscribers Generated $153MM of Annual Net Cash Provided by Operating Activities, up 12% Y

Exhibit 99.1 Cars.com Reports Fourth Quarter and Full Year 2024 Results Record Full Year Revenue of $719 Million, up 4% Year-Over-Year AccuTrade Connected Expands to ~1,000 Subscribers Generated $153MM of Annual Net Cash Provided by Operating Activities, up 12% Year-Over-Year Announces $250 Million Share Repurchase Authorization CHICAGO, February 27, 2025 - Cars.com Inc. (NYSE: CARS) (d/b/a “Cars

Subsidiaries of Cars.com Inc.

Exhibit 21.1 Cars.com Inc. Subsidiary List Entity State/Province of Incorporation/Formation Accu-Trade, LLC Delaware Cars.com, LLC Delaware CreditIQ, LLC Delaware Cars.com Holdings Canada Inc. British Columbia Dealer Inspire Inc. Delaware DealerRater Canada, LLC Delaware DealerRater.com LLC Delaware Galves Market Data, LLC Delaware

Cars Commerce Appoints Lisa Gosselin as Chief Commercial Officer Accomplished commercial leader brings proven track record of accelerating organic revenue growth and transforming go-to-market strategies across SaaS, adtech and data

Exhibit 99.1 Cars Commerce Appoints Lisa Gosselin as Chief Commercial Officer Accomplished commercial leader brings proven track record of accelerating organic revenue growth and transforming go-to-market strategies across SaaS, adtech and data CHICAGO (Feb. 27, 2025) — Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce”), an audience-driven technology company empowering automotive, announced today

Letter Agreement, dated February 10, 2025, between Cars.com LLC and Lisa Gosselin

Exhibit 10.1 February 10, 2025 Mrs. Lisa Gosselin Dear Lisa, I am pleased to extend an offer for you to join Cars.com, Inc. d/b/a Cars Commerce Inc. (“Cars Commerce”). We are confident that you, your skills, and your experience will be a tremendous addition to the team. The purpose of this letter is to briefly summarize the details of our offer. Position: Chief Commercial Officer Business Unit / F

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Cars.com Announces $250 Million Share Repurchase Program

Exhibit 99.2 Cars.com Announces $250 Million Share Repurchase Program CHICAGO, February 27, 2025 - Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce Inc.” or the “Company”), and audience-driven technology company empowering the automotive industry, today announced that its Board of Directors authorized a new three-year share repurchase program to acquire up to $250 million of the Company’s outstand

Cars.com Inc. Acquires DealerClub, Expanding Trade & Appraisal Platform Capabilities With Reputation-Based Dealer-to-Dealer Digital Wholesale Auction

Exhibit 99.1 Media Contact: For Immediate Release Christine Spinelli [email protected] 312.508.6727 Cars.com Inc. Acquires DealerClub, Expanding Trade & Appraisal Platform Capabilities With Reputation-Based Dealer-to-Dealer Digital Wholesale Auction CHICAGO (Jan. 24, 2025) — Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce” or the “Company”), an audience-driven technology company empowering automotive,

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Num

CARS / Cars.com Inc. / Greenvale Capital LLP - CARS.COM INC. Passive Investment

SC 13G/A 1 p24-3212sc13ga.htm CARS.COM INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cars.com, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 14575E105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Cars.com Reports Third Quarter 2024 Results Revenue Grew 3% Year-over-Year, with OEM and National Revenue Achieving 17% Year-over-Year Growth Platform Growth Driven by AccuTrade, D2C Media, and VIN Performance Media Products Generated $123MM of Year-

Exhibit 99.1 Cars.com Reports Third Quarter 2024 Results Revenue Grew 3% Year-over-Year, with OEM and National Revenue Achieving 17% Year-over-Year Growth Platform Growth Driven by AccuTrade, D2C Media, and VIN Performance Media Products Generated $123MM of Year-To-Date Net Cash Provided by Operating Activities, up 34% Year-over-Year Repurchased 1.2 Million Shares, Representing 45% of Quarterly Fr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2024 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Cars.com Inc. Change in Control Severance Plan

CARS.COM INC. CHANGE IN CONTROL SEVERANCE PLAN TABLE OF CONTENTS Page 1. Purpose of the Plan 1 2. Effective Date 1 3. Administration of the Plan. 2 4. Participation in the Plan. 3 5. Change in Control 3 6. Eligibility for Benefits under the Plan. 5 7. Obligations of the Company upon Termination. 7 8. Mitigation 9 9. Resolution of Disputes 10 10. Legal Expenses and Interest. 10 11. Funding 10 12. C

Cars.com Inc. Executive Severance Plan

CARS.COM INC. EXECUTIVE SEVERANCE PLAN TABLE OF CONTENTS Page 1. Purpose of Plan 1 2. Certain Defined Terms 1 3. Eligible Employees 2 4. Term of the Plan 2 5. Administration of the Plan 2 6. Amendment or Termination of Plan 2 7. Benefits under this Plan 2 8. Release Requirement 3 9. Timing and Form of Payment of Severance Amount 3 10. No Mitigation/Offset 4 11. Legal Expenses 4 12. Claims Procedur

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2024 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Form of Performance Stock Unit Award Agreement issued under the Cars.com Inc. Omnibus Incentive Plan

Employee Award NOTICE OF GRANT PERFORMANCE BASED RESTRICTED STOCK UNITS The Compensation Committee of the Cars.

Cars.com Reports Second Quarter 2024 Results Revenue Grew 6% Year-over-Year and OEM and National Revenue Achieved Record 28% Year-Over-Year Growth Dealer Base Grew to 19,390 Customers While Sustaining Robust Average Revenue Per Dealer Generated $69MM

Exhibit 99.1 Cars.com Reports Second Quarter 2024 Results Revenue Grew 6% Year-over-Year and OEM and National Revenue Achieved Record 28% Year-Over-Year Growth Dealer Base Grew to 19,390 Customers While Sustaining Robust Average Revenue Per Dealer Generated $69MM of Year-To-Date Cash Flows From Operating Activities Targets Returning 50% of Second Half 2024 Free Cash Flow to Shareholders Through Sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Form of Restricted Stock Unit Award Agreement issued under the Cars.com Inc. Omnibus Incentive Plan

NOTICE OF GRANT RESTRICTED STOCK UNITS The Compensation Committee of the Board of Directors of Cars.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 05, 2024 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Number

Fifth Amendment to Credit Agreement dated as of May 6, 2024 among Cars.com Inc., each lender from time to time party thereto, the other parties thereto and JPMorgan Chase Bank N.A., as administrative agent.

Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT Fifth Amendment, dated as of May 6, 2024 (this “Amendment”), to the Credit Agreement dated as of May 31, 2017 (as amended by that certain First Amendment to Credit Agreement, dated as of October 4, 2019, that certain Second Amendment to Credit Agreement, dated as of June 15, 2020, that certain Third Amendment to Credit Agreement, d

Cars.com Reports First Quarter 2024 Results Delivered Strong Revenue Growth Including 13% Year-Over-Year OEM and National Growth Achieved 5% ARPD Year-Over-Year Growth Generated $33MM of Year-To-Date Cash Flows From Operating Activities Amended and E

Exhibit 99.1 Cars.com Reports First Quarter 2024 Results Delivered Strong Revenue Growth Including 13% Year-Over-Year OEM and National Growth Achieved 5% ARPD Year-Over-Year Growth Generated $33MM of Year-To-Date Cash Flows From Operating Activities Amended and Extended Credit Agreement into a $350MM All-Revolver Structure CHICAGO, May 9, 2024 - Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2024 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the ap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

Cars.com Reports Fourth Quarter and Full Year 2023 Results Exceeded Fourth Quarter Guidance, Delivered 7% Year-Over-Year Revenue Growth Achieved 7% Year-Over-Year ARPD Growth coupled with Strong Fourth Quarter OEM Performance Generated $137MM of Annu

Exhibit 99.1 Cars.com Reports Fourth Quarter and Full Year 2023 Results Exceeded Fourth Quarter Guidance, Delivered 7% Year-Over-Year Revenue Growth Achieved 7% Year-Over-Year ARPD Growth coupled with Strong Fourth Quarter OEM Performance Generated $137MM of Annual Cash Flows From Operating Activities CHICAGO, Feb. 22, 2024 - Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce Inc.” or the “Company”)

Subsidiaries of Cars.com Inc.

Exhibit 21.1 Cars.com Inc. Subsidiary List Entity State/Province of Incorporation/Formation Accu-Trade, LLC Delaware Cars.com, LLC Delaware CreditIQ, LLC Delaware D2C Media Inc. British Columbia Dealer Inspire Inc. Delaware Dealer Inspire Solutions Canada Inc. British Columbia DealerRater Canada, LLC Delaware DealerRater.com, LLC Delaware EZResults Media Inc. British Columbia Galves Market Data, L

Cars.com Inc. Clawback Policy (incorporated herein by reference to Exhibit 97.1 to Cars.com Inc.’s Annual Report on Form 10-K filed February 22, 2024, File No. 001-37869

CARS.COM INC. CLAWBACK POLICY Purpose The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Cars.com Inc. d/b/ Cars Commerce (“Cars Commerce Commerce”) believes that it is in the best interests of Cars Commerce and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces Cars Commerce’s pay-for-performance

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37869 Cars.com Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

CARS / Cars.com Inc. / Greenvale Capital LLP Passive Investment

SC 13G/A 1 p24-0825sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cars.com Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 14575E105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru

CARS / Cars.com Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Cars.com Inc Title of Class of Securities: Common Stock CUSIP Number: 14575E105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

CARS / Cars.com Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Cars.com Inc (Name of Issuer) Common Stock (Title of Class of Securities) 14575E105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 02, 2023 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Cars.com Inc. Acquires D2C Media Inc., Expanding Cars Commerce Platform into Canada in Accretive Transaction

Exhibit 99.2 Cars.com Inc. Acquires D2C Media Inc., Expanding Cars Commerce Platform into Canada in Accretive Transaction CHICAGO (November 2, 2023) — Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce” or the “Company”), an audience-driven technology company empowering the automotive industry, today announced the acquisition of D2C Media Inc. (“D2C”), a leading automotive technology and digital sol

Cars.com Inc. Reports Third Quarter 2023 Results Launched Cars Commerce, Uniting the Company’s B2B Brands Delivered 6% Total Revenue Growth and 9% ARPD Year-Over-Year Growth Acquired D2C Media Inc., Further Expanding the Cars Commerce Platform Into C

Exhibit 99.1 Cars.com Inc. Reports Third Quarter 2023 Results Launched Cars Commerce, Uniting the Company’s B2B Brands Delivered 6% Total Revenue Growth and 9% ARPD Year-Over-Year Growth Acquired D2C Media Inc., Further Expanding the Cars Commerce Platform Into Canada CHICAGO, Nov. 2, 2023 - Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce” or “the “Company”), an audience-driven technology company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

CARS Reports Second Quarter 2023 Results Delivered Second Quarter Guidance Achieved 6% ARPD and 5% Traffic Year-Over-Year Growth Generated $56 Million of Year-To-Date Cash Flow From Operations

Exhibit 99.1 CARS Reports Second Quarter 2023 Results Delivered Second Quarter Guidance Achieved 6% ARPD and 5% Traffic Year-Over-Year Growth Generated $56 Million of Year-To-Date Cash Flow From Operations CHICAGO, Aug. 3, 2023 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), the leading digital automotive platform that provides a robust set of digital solutions, today released its financia

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 03, 2023 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Fourth Amendment to Credit Agreement dated as of June 23, 2023 among Cars.com Inc., each lender from time to time party thereto, the other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 10-Q filed on August 3, 2023, File No. 001-37869)

Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT Fourth Amendment, dated as of June 23, 2023 (this “Amendment”), to the Credit Agreement dated as of May 31, 2017 (as amended by that certain First Amendment to Credit Agreement, dated as of October 4, 2019, that certain Second Amendment to Credit Agreement, dated as of June 15, 2020, and that certain Third Amendment to Credit Agreement, dated as of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 07, 2023 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 04, 2023 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

CARS Reports First Quarter 2023 Results Continued Growth in Revenue and ARPD Achieved First Quarter Guidance and Reaffirms Full-Year 2023 Guidance Repaid Revolving Loan

Exhibit 99.1 CARS Reports First Quarter 2023 Results Continued Growth in Revenue and ARPD Achieved First Quarter Guidance and Reaffirms Full-Year 2023 Guidance Repaid Revolving Loan CHICAGO, May 4 , 2023 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), the leading digital automotive platform that provides a robust set of digital solutions, today released its financial results for the first

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

CARS Reports Fourth Quarter and Full Year 2022 Results Exceeded Fourth Quarter Revenue Guidance Realized Meaningful Revenue Growth and ARPD from Dealer Solutions Generated $129MM of Operating Cash Flow, Driving Financial Flexibility

Exhibit 99.1 CARS Reports Fourth Quarter and Full Year 2022 Results Exceeded Fourth Quarter Revenue Guidance Realized Meaningful Revenue Growth and ARPD from Dealer Solutions Generated $129MM of Operating Cash Flow, Driving Financial Flexibility CHICAGO, Feb. 23, 2023 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), the leading digital automotive platform that provides a robust set of digit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37869 Cars.com Inc. (

Subsidiaries of Cars.com Inc.

Exhibit 21.1 Cars.com Inc. Subsidiary List Entity State/Province of Incorporation/Formation Accu-Trade, LLC Delaware Cars.com, LLC Delaware CreditIQ, LLC Delaware Dealer Inspire Inc. Delaware Dealer Inspire Solutions Canada Inc. British Columbia DealerRater Canada, LLC Delaware DealerRater.com, LLC Delaware Galves Market Data, LLC Delaware

CARS / Cars.com Inc / Greenvale Capital LLP - CARS.COM INC. Passive Investment

SC 13G/A 1 p23-0189sc13ga.htm CARS.COM INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cars.com, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 14575E105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to d

CARS / Cars.com Inc / Ninety One UK Ltd - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Cars.Com Inc (Name of Issuer) Ordinary Shares of par value USD0.01 (Title of Class of Securities) 14575E105 (CUSIP Number) December 31,2022 (Date of Event Which Requires Filing of this Stat

CARS / Cars.com Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Cars.com Inc (Name of Issuer) Common Stock (Title of Class of Securities) 14575E105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

CARS / Cars.com Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Cars.com Inc. Title of Class of Securities: Common Stock CUSIP Number: 14575E105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

j UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 03, 2022 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

CARS Reports Third Quarter 2022 Results Continued Revenue and Customer Growth; Achieved Q3 Guidance Strong Operating Cash Flow to De-lever and Buy Back Shares

Exhibit 99.1 CARS Reports Third Quarter 2022 Results Continued Revenue and Customer Growth; Achieved Q3 Guidance Strong Operating Cash Flow to De-lever and Buy Back Shares CHICAGO, Nov. 3, 2022 ? Car.com Inc. (NYSE: CARS) (?CARS? or the ?Company?), the leading digital automotive platform that provides a robust set of digital solutions, today released its financial results for the third quarter end

Employment Offer Letter, dated September 7, 2022 between Cars.com LLC and Sonia Jain (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on October 4, 2022, File No. 001-37869)

Exhibit 10.1 September 7, 2022 Sonia Jain Dear Sonia: We are delighted by the prospect of you rejoining CARS! In your role of Chief Financial Officer, you will report to Alex Vetter, Chief Executive Officer. Your first day will be October 17, 2022. Your annualized compensation in this exempt position, as agreed, will be $550,000 and you will be eligible to participate in CARS Short-Term Incentive

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 04, 2022 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Num

Sonia Jain Returns to CARS as Chief Financial Officer

Exhibit 99.1 Sonia Jain Returns to CARS as Chief Financial Officer CHICAGO (Oct. 4, 2022) ? Cars.com Inc. (NYSE: CARS)(?CARS? or the ?Company?), the leading automotive marketplace platform that provides a robust set of digital solutions, today announced that it has reappointed former executive Sonia Jain as its chief financial officer with effect October 17, 2022. ?We are thrilled to have Sonia ba

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 03, 2022 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Letter Agreement dated March 30, 2022, between Cars.com LLC and Jeanette Tomy (incorporated by reference to Exhibit 10.2 to Cars.com Inc.’s Form 10-Q filed on August 3, 2022, File No. 001-37869).

Exhibit 10.2 March 30, 2022 Dear Jandy: We are delighted that you have agreed to enhance the contributions you will make with us. In your role of Interim Chief Financial Officer, you will report to Alex Vetter, CEO. The effective date of this change will be April 1, 2022. Your annualized base compensation in this exempt position will remain $301,601.28 (salary effective April 1, 2022), and you wil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Letter Agreement dated April 30, 2022, between Cars.com LLC and James Rogers (incorporated by reference to Exhibit 10.3 to Cars.com Inc.’s Form 10-Q filed on August 3, 2022, File No. 001-37869).

Exhibit 10.3 April 30, 2022 Subject: Separation Agreement Dear Jim: This letter (our ?Separation Agreement?) memorializes the terms we have agreed upon in connection with your separation of employment from Cars.com, LLC (the ?Company?), effective April 30, 2022. Your termination of employment constitutes a ?Qualifying Termination? as defined in the Company?s Executive Severance Plan as currently i

CARS Reports Second Quarter 2022 Results Achieved High-End of Guidance Continued Growth in ARPD, Dealer Customers and Revenue

Exhibit 99.1 CARS Reports Second Quarter 2022 Results Achieved High-End of Guidance Continued Growth in ARPD, Dealer Customers and Revenue CHICAGO, Aug. 3, 2022 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), the leading digital automotive platform that provides a robust set of digital solutions, today released its financial results for the second quarter ended June 30, 2022. Q2 2022 Finan

Letter Agreement, dated February 25, 2022, between Cars.com LLC and Angelique Strong Marks (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 10-Q filed on August 3, 2022, File No. 001-37869).

Exhibit 10.1 February 25, 2022 Dear Angelique: We are delighted by the prospect of you joining CARS! We are confident that as part of our team, you will help us achieve our goals as a premier digital media company. We are pleased to offer you employment on the terms described below. In your role of Chief Legal Officer, you will report to Alex Vetter, Chief Executive Officer. Your first day will be

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 08, 2022 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

CARS Reports First Quarter 2022 Results Continued Growth in Revenue, Dealer Customers and ARPD Closed Accu-Trade Group Acquisition

Exhibit 99.1 CARS Reports First Quarter 2022 Results Continued Growth in Revenue, Dealer Customers and ARPD Closed Accu-Trade Group Acquisition CHICAGO, May 5, 2022 - Cars.com Inc. (NYSE: CARS) (?CARS? or the ?Company?), the leading automotive marketplace platform that provides a robust set of digital solutions, today released its financial results for the first quarter ended March 31, 2022. Q1 20

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 05, 2022 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 ny20003888x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2022 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

CARS Announces CFO Transition; Names Jandy Tomy Interim CFO Company Reaffirms First Quarter and Annual 2022 Outlook

Exhibit 99.1 CARS Announces CFO Transition; Names Jandy Tomy Interim CFO Company Reaffirms First Quarter and Annual 2022 Outlook CHICAGO (April 4, 2022) ? Cars.com Inc. (NYSE: CARS) (?CARS? or the ?Company?), the leading automotive marketplace platform that provides a robust set of digital solutions, today announced the resignation of Sonia Jain, Chief Financial Officer, effective April 15, 2022.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 04, 2022 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

CARS Announces Retirement of Chief Legal Officer James F. Rogers; Appoints Angelique Strong Marks as Successor

Exhibit 99.1 CARS Announces Retirement of Chief Legal Officer James F. Rogers; Appoints Angelique Strong Marks as Successor Chicago (March 10, 2022) ? Cars.com Inc. (NYSE: CARS) (?CARS? or the ?Company?), the leading automotive marketplace platform that provides a robust set of digital solutions, today announced the retirement of Chief Legal Officer (CLO) James F. ?Jim? Rogers, effective April 29,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37869 Cars.com Inc. (

First Supplemental Indenture, dated November 17, 2021 among CreditIQ, Inc., Cars.com Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 of Cars.com Inc.’s Annual Report on Form 10-K for the fiscal year end December 31, 2021, File No. 001-37869)

Exhibit 4.3 SUPPLEMENTAL INDENTURE This First Supplemental Indenture and Subsidiary Guarantee, dated as of November 17, 2021 (this ?Supplemental Indenture? or ?Subsidiary Guarantee?), among CreditIQ, Inc. (the ?New Guarantor?), Cars.com Inc. (together with its successors and assigns, the ?Company?) and Wilmington Trust, National Association, as Trustee (in such capacity, the ?Trustee?), paying age

Subsidiaries of Cars.com Inc.

Exhibit 21.1 Cars.com Inc. Subsidiary List Entity State/Province of Incorporation/Formation Cars.com, LLC Delaware CreditIQ, LLC Delaware Dealer Inspire Inc. Delaware Dealer Inspire Solutions Canada Inc. British Columbia DealerRater Canada, LLC Delaware DealerRater.com, LLC Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

CARS Reports Fourth Quarter and Full Year 2021 Results Delivers Double-Digit Full-Year Growth in Revenue Achieves Robust Annual Growth in Dealer Customers and ARPD Announces $200 Million Share Repurchase Program

EXHIBIT 99.1 CARS Reports Fourth Quarter and Full Year 2021 Results Delivers Double-Digit Full-Year Growth in Revenue Achieves Robust Annual Growth in Dealer Customers and ARPD Announces $200 Million Share Repurchase Program CHICAGO, Feb. 24, 2022 - Cars.com Inc. (NYSE: CARS) (?CARS? or the ?Company?), a leading automotive marketplace platform that provides a robust set of digital solutions, today

CARS Announces $200 Million Share Repurchase Program

EXHIBIT 99.2 CARS Announces $200 Million Share Repurchase Program CHICAGO, Feb. 24, 2022 - Cars.com Inc. (NYSE: CARS) (?CARS? or the ?Company?), a leading automotive marketplace platform that provides a robust set of digital solutions, today announced that its Board of Directors (the ?Board?) has authorized the repurchase of up to $200 million of the Company?s outstanding shares of common stock ov

CARS / Cars.com Inc / Greenvale Capital LLP - CARS.COM INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cars.com, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 14575E105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sch

CARS / Cars.com Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0522-carscominc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Cars.com Inc. Title of Class of Securities: Common Stock CUSIP Number: 14575E105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule p

CARS / Cars.com Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Cars.com Inc (Name of Issuer) Common Stock (Title of Class of Securities) 14575E105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 09, 2021 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

CARS Reports Third Quarter 2021 Results Achieves High End of Guidance Range for the Quarter Continues Growth in ARPD, Dealer Customers and Revenue Acquires CreditIQ, Automotive Finance Platform

EXHIBIT 99.1 CARS Reports Third Quarter 2021 Results Achieves High End of Guidance Range for the Quarter Continues Growth in ARPD, Dealer Customers and Revenue Acquires CreditIQ, Automotive Finance Platform CHICAGO, Nov. 4, 2021 - Cars.com Inc. (NYSE: CARS) ("CARS" or the "Company"), a leading automotive marketplace platform that provides a robust set of industry-specific digital solutions, today

CARS Acquires CreditIQ Automotive Fintech Platform, Enabling Instant Financing For Consumers, Dealers and Lenders

EXHIBIT 99.2 CARS Acquires CreditIQ Automotive Fintech Platform, Enabling Instant Financing For Consumers, Dealers and Lenders Transaction Highlights: ? Advances CARS? growth strategy and expands TAM into the multi-billion dollar Auto Finance segment, which is rapidly growing as online car buying transactions accelerate ? Builds additional revenue streams and strengthens attribution for CARS while

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 04, 2021 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Nu

CARS / Cars.com Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Cars.com Inc. Title of Class of Securities: Common Stock CUSIP Number: 14575E105 Date of Event Which Requires Filing of this Statement: July 30, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2021 Cars.com Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37869 81-3693660 (State or Other Jurisdiction of Incorporation) (Commission File Numb

CARS Reports Second Quarter 2021 Results Exceeded Second Quarter Guidance Continued Growth in ARPD, Dealer Customers and Revenue Robust Year-Over-Year Growth in Year-to-Date Operating Cash Flow

EXHIBIT 99.1 CARS Reports Second Quarter 2021 Results Exceeded Second Quarter Guidance Continued Growth in ARPD, Dealer Customers and Revenue Robust Year-Over-Year Growth in Year-to-Date Operating Cash Flow CHICAGO, Aug. 5, 2021 - Cars.com Inc. (NYSE: CARS) ("CARS" or the "Company"), a leading digital marketplace and solutions provider for the automotive industry, today released its financial resu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2021 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2021 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of I

Quarterly Report - Q1 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

CARS Reports First Quarter 2021 Results Solid Growth in Revenue, ARPD and Dealer Customers Named Preferred Website and Technology Platform Provider for FordDirect’s 3,000 U.S. Dealers

EXHIBIT 99.1 1 CARS Reports First Quarter 2021 Results Solid Growth in Revenue, ARPD and Dealer Customers Named Preferred Website and Technology Platform Provider for FordDirect?s 3,000 U.S. Dealers CHICAGO, May 6, 2021 - Cars.com Inc. (NYSE: CARS) ("CARS" or the "Company"), a leading digital marketplace and solutions provider for the automotive industry, today released its financial results for t

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

CARS Appoints Jenell Ross to Board of Directors Auto industry veteran with strong connection to dealership communities

EXHIBIT 99.1 CARS Appoints Jenell Ross to Board of Directors Auto industry veteran with strong connection to dealership communities CHICAGO, April 13, 2021 ? Cars.com Inc. (NYSE: CARS) (?CARS? or the ?Company?), a leading digital automotive marketplace and solutions provider, today announced the appointment of Jenell Ross as a member of its Board of Directors. Ross is an auto industry veteran, wit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 12, 2021 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 25, 2021 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employe

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37869 Cars.com Inc. (

CARS Reports Fourth Quarter and Full Year 2020 Results Fourth Quarter Year-Over-Year Revenue Growth Establishes Solid Footing for 2021 Second Consecutive Quarter of Growth in Dealer Customers and ARPD Full-Year Cash Flow From Operations of $138.6 Mil

EXHIBIT 99.1 CARS Reports Fourth Quarter and Full Year 2020 Results Fourth Quarter Year-Over-Year Revenue Growth Establishes Solid Footing for 2021 Second Consecutive Quarter of Growth in Dealer Customers and ARPD Full-Year Cash Flow From Operations of $138.6 Million, Up 37% Year-Over-Year CHICAGO, Feb. 25, 2021 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital marketplace

Subsidiaries of Cars.com Inc.

Exhibit 21.1 Cars.com Inc. Subsidiary List Entity State/Province of Incorporation/Formation Cars.com, LLC Delaware Dealer Inspire Inc. Delaware Dealer Inspire Solutions Canada Inc. British Columbia DealerRater Canada, LLC Delaware DealerRater.com, LLC Delaware

Cars.com, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cars.com, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 14575E105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Cars.com Inc (Name of Issuer) Common Stock (Title of Class of Securities) 14575E105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Cars.com Inc. Title of Class of Securities: Common Stock CUSIP Number: 14575E105 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

CARS Reports Third Quarter 2020 Results Dealer Customer Growth and Accelerated Adoption of Digital Solutions Double-Digit Traffic Increase Strong Year-Over-Year Growth in Operating Cash Flow

EXHIBIT 99.1 CARS Reports Third Quarter 2020 Results Dealer Customer Growth and Accelerated Adoption of Digital Solutions Double-Digit Traffic Increase Strong Year-Over-Year Growth in Operating Cash Flow CHICAGO, November 9, 2020 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital marketplace and solutions provider for the automotive industry, today released its financial res

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

CARS Announces Pricing of Senior Notes Offering

EXHIBIT 99.1 CARS Announces Pricing of Senior Notes Offering CHICAGO, October 28, 2020 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital marketplace and solutions provider for the automotive industry, announced today that it has successfully priced its offering of $400 million aggregate principal amount of 6.375% senior unsecured notes due 2028 (the "Notes"). The Notes will

Third Amendment to Credit Agreement, dated October 30, 2020, among Cars.com Inc., each lender from time to time party thereto, the other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on October 30, 2020)

EXHIBIT 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT Third Amendment, dated as of October 30, 2020 (this “Amendment”), to the Credit Agreement dated as of May 31, 2017 (as amended by that certain First Amendment to Credit Agreement, dated as of October 4, 2019, and that certain Second Amendment to Credit Agreement, dated as of June 15, 2020 (the “Existing Credit Agreement”), and as amended by this Ame

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 30, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

CARS Closes Senior Note Offering Refinances Credit Facility and Extends Maturity to 2025

EXHIBIT 99.2 CARS Closes Senior Note Offering Refinances Credit Facility and Extends Maturity to 2025 CHICAGO, October 30, 2020 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital marketplace and solutions provider for the automotive industry, announced today that it has successfully closed its previously announced offering of $400 million aggregate principal amount of 6.375%

Indenture, dated October 30, 2020, among Cars.com Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee

EXHIBIT 4.1 INDENTURE Dated as of October 30, 2020 Among Cars.com Inc. THE SUBSIDIARY GUARANTORS PARTY HERETO and Wilmington Trust, National Association, as Trustee 6.375% SENIOR NOTES DUE 2028 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions. 27 Section 1.3. Rules of Construction. 27 Section 1.4. Limited Condit

CARS Announces Proposed Offering of $400 Million of Senior Notes Due 2028

EXHIBIT 99.1 CARS Announces Proposed Offering of $400 Million of Senior Notes Due 2028 CHICAGO, October 26, 2020 - Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital marketplace and solutions provider for the automotive industry, announced today that it intends to offer, subject to market conditions and other factors, $400 million aggregate principal amount of senior unsecured

Our Business

EXHIBIT 99.2 Overview We are a leading digital marketplace, media and solutions provider for the automotive industry, connecting car shoppers with sellers. Through our marketplace, dealer websites and other digital solutions, we showcase dealer inventory, elevate and amplify dealer and automobile original equipment manufacturer (“OEM”) brands, connect with our ready-to-buy audience and empower sho

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 26, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K -PRELIMINARY Q3 FINANCIAL RESULTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 14, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

CARS Announces Strong Preliminary Third-Quarter 2020 Results Solutions Strategy Drives Expected Quarter-over-Quarter Growth in Dealer Customers and ARPD Focused Execution Drives Expected Year-over-Year Growth in Adjusted EBITDA

EXHIBIT 99.1 CARS Announces Strong Preliminary Third-Quarter 2020 Results Solutions Strategy Drives Expected Quarter-over-Quarter Growth in Dealer Customers and ARPD Focused Execution Drives Expected Year-over-Year Growth in Adjusted EBITDA CHICAGO, October 14, 2020 /PRNewswire/ - Cars.com Inc. (NYSE: CARS) (“CARS”), a leading digital marketplace and solutions provider for the automotive industry,

Form of 2020 Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed on July 30, 2020, File No. 001-37869)

EXHIBIT 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT Under the Cars.com Inc. Omnibus Incentive Compensation Plan This Award Agreement governs the grant of Restricted Stock Units (referred to herein as “Stock Units”) to the director (the “Director”) designated in the Notice of Grant dated coincident with this Award Agreement. The Stock Units are granted under, and are subject to, the Cars.com Inc. (t

Quarterly Report - CARS-10Q Q2 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of

CARS Reports Second Quarter 2020 Results Double-Digit Traffic and Lead Growth Driven by Organic Strength Growing Adoption of Buying and Selling Cars Online Plays to CARS’ Portfolio Strength Strong Year-To-Date Cash Flow

EX-99.1 2 cars-ex99124.htm EX-99.1 EXHIBIT 99.1 CARS Reports Second Quarter 2020 Results Double-Digit Traffic and Lead Growth Driven by Organic Strength Growing Adoption of Buying and Selling Cars Online Plays to CARS’ Portfolio Strength Strong Year-To-Date Cash Flow CHICAGO, July 30, 2020 /PRNewswire/ - Cars.com Inc. (NYSE: CARS) (“Cars.com,” “CARS” or the “Company”), a leading digital marketplac

CARS Appoints Sonia Jain as Chief Financial Officer

EXHIBIT 99.1 NEWS RELEASE CARS Appoints Sonia Jain as Chief Financial Officer CHICAGO, June 18, 2020 – Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”) today announced it has concluded its search for chief financial officer and has appointed Sonia Jain to the role effective July 6, 2020. Sonia joins CARS from Redbox and has more than 10 years of retail, technology and financial management expe

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 18, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of

Employment Offer Letter, dated May 15, 2020, between Cars.com, LLC and Sonia Jain (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on June 18, 2020, File No. 001-37869)

EXHIBIT 10.1 MAY 15, 2020 Sonia Jain Subject: Offer Letter Dear Sonia: We are delighted by the prospect of you joining CARS. We are confident that as part of our team, you will help us achieve our goals as a premier digital media company. In your role of Chief Financial Officer, you will report to Alex Vetter, Chief Executive Officer. Your first day will be July 6, 2020 (your “start date”), or a m

Second Amendment to Credit Agreement, dated as of June 15, 2020, by and among Cars.com Inc., each lender from time to time party thereto, the other parties party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on June 16, 2020, File No. 001-37869)

EX-10.1 2 cars-ex1016.htm EX-10.1 EXHIBIT 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT Second Amendment, dated as of June 15, 2020 (this “Amendment”), to the Credit Agreement dated as of May 31, 2017 (as amended by that certain First Amendment to Credit Agreement, dated as of October 4, 2019, and as further amended, supplemented or otherwise modified from time to time, the “Credit A

CARS Announces Amendment to its Credit Agreement Including Waiver of Net Leverage and Interest Coverage Covenants Through 2020

EXHIBIT 99.1 NEWS RELEASE CARS Announces Amendment to its Credit Agreement Including Waiver of Net Leverage and Interest Coverage Covenants Through 2020 CHICAGO, June 16, 2020 – Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”) today announced an amendment to its existing credit facility providing the Company with increased covenant flexibility through the end of the facility in May 2022. The a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 15, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 14, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of

Form of Employee Option Award Agreement issued under the Cars.com Inc. Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 6, 2020, File No. 001-37869)

Exhibit 10.2 STOCK OPTION AWARD AGREEMENT Under the Cars.com Inc. Omnibus Incentive Compensation Plan This Stock Option Award Agreement (“Award Agreement”), dated March 18, 2020, governs the grant of options to purchase Cars.com Inc. common stock (“Common Stock”) under the Cars.com Inc. Omnibus Incentive Compensation Plan, as amended (the “Plan”), to the employee (the “Option Holder”) as designate

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 b For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

CARS Reports First Quarter 2020 Results Delivers Strong Revenue and Adjusted EBITDA Performance Product Agility & Organic Traffic Benefit Dealers During COVID-19 Restrictions Increased Liquidity to Provide Financial Flexibility

EXHIBIT 99.1 CARS Reports First Quarter 2020 Results Delivers Strong Revenue and Adjusted EBITDA Performance Product Agility & Organic Traffic Benefit Dealers During COVID-19 Restrictions Increased Liquidity to Provide Financial Flexibility CHICAGO, May 6, 2020 - Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading digital marketplace and solutions provider for the automotive indust

Form of 2020 Employee Restricted Stock Unit Award Agreement (2020) issued under the Cars.com Inc. Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 6, 2020, File No. 001-37869)

Exhibit 10.1 RESTRICTED STOCK UNIT AWARD AGREEMENT Under the Cars.com Inc. Omnibus Incentive Compensation Plan This Award Agreement governs the grant of Restricted Stock Units (referred to herein as “Stock Units”) to the employee (the “Employee”) designated in the Notice of Grant dated coincident with this Award Agreement. The Stock Units are granted under, and are subject to, the Cars.com Inc. (t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of I

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 29, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 23, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

- DEFA14A

DEFA14A 1 cars-defa14a20200423.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

Cars Announces Format Change to Its 2020 Annual Meeting of Stockholders

EXHIBIT 99.1 NEWS RELEASE Cars Announces Format Change to Its 2020 Annual Meeting of Stockholders CHICAGO, April 23, 2020 – Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital marketplace and solutions provider for the automotive industry, today announced that due to the ongoing public health impact of the coronavirus pandemic and to support the health and well-being of stockho

CARS / Cars.com Inc DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

CARS / Cars.com Inc DEF 14A - - DEF 14A 2020 PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

CARS Provides Financial Relief and Expands Digital Solutions to Support Dealer Customer Needs During COVID-19

EXHIBIT 99.1 CARS Provides Financial Relief and Expands Digital Solutions to Support Dealer Customer Needs During COVID-19 Company Provides COVID-19 Business Update CHICAGO, March 23, 2020 – Cars.com Inc. (NYSE: CARS) (“CARS”), a leading digital marketplace and solutions provider for the automotive industry, announced today its response in support of dealers during the COVID-19 pandemic. CARS is o

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 19, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

Description of Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of this Annual Report on Form 10-K, Cars.com Inc. (“Cars.com,” “we,” “us,” “our”) has one class of its securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock. The following summary of the terms of our capital

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employe

CARS Reports Fourth Quarter and Full Year 2019 Results Achieved 2019 Guidance and Fourth-Quarter Growth in Dealer Customers Category-Leading Gains in Traffic, Driven by Organic Momentum 2020 Exit Rate Anticipated to Yield Solid Growth in Revenue and

EXHIBIT 99.1 NEWS RELEASE CARS Reports Fourth Quarter and Full Year 2019 Results Achieved 2019 Guidance and Fourth-Quarter Growth in Dealer Customers Category-Leading Gains in Traffic, Driven by Organic Momentum 2020 Exit Rate Anticipated to Yield Solid Growth in Revenue and Adjusted EBITDA CHICAGO, Feb. 26, 2020 – Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital marketplace

Subsidiaries of Cars.com Inc.

EX-21.1 3 cars-ex2116.htm EX-21.1 Exhibit 21.1 Cars.com Inc. Subsidiary List Entity State/Province of Incorporation/Formation Cars.com, LLC Delaware Dealer Inspire Inc. Delaware Dealer Inspire Solutions Canada Inc. British Columbia DealerRater Canada, LLC Delaware DealerRater.com, LLC Delaware

Annual Report - 2019 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37869 Cars.com Inc. (

CARS / Cars.com Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CARS.COM INC (Name of Issuer) Common Stock (Title of Class of Securities) 14575E105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

CARS / Cars.com Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01061-carscominc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Cars.com Inc Title of Class of Securities: Common Stock CUSIP Number: 14575E105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule p

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 11, 2020 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employe

Cars.com Inc. Announces CFO Resignation; Jandy Tomy named Interim Chief Financial Officer Company Reiterates 2019 Guidance

EX-99.1 2 cars-ex99136.htm EX-99.1 EXHIBIT 99.1 CARS NEWS RELEASE FOR IMMEDIATE RELEASE Cars.com Inc. Announces CFO Resignation; Jandy Tomy named Interim Chief Financial Officer Company Reiterates 2019 Guidance CHICAGO, Dec. 16, 2019 – Cars.com Inc. (NYSE: CARS) today announced the resignation of Becky Sheehan, Chief Financial Officer, effective Jan. 10, 2020. Becky has served as CFO of CARS since

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 16, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employe

Cars.com Reports Third Quarter 2019 Results Reiterates Full Year 2019 Outlook Achieves Record Organic Traffic and Top SEO Position Completes Final Affiliate Conversions, All Dealers Now Served by Direct Sales Team

EXHIBIT 99.1 Cars.com Reports Third Quarter 2019 Results Reiterates Full Year 2019 Outlook Achieves Record Organic Traffic and Top SEO Position Completes Final Affiliate Conversions, All Dealers Now Served by Direct Sales Team CHICAGO, November 6, 2019 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading digital marketplace and solutions provider for the automotive industry, today

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 30, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

Cars.com Amends Credit Agreement to Increase Flexibility and Further Strengthen Liquidity Position

EX-99.1 3 cars-ex9917.htm EX-99.1 EXHIBIT 99.1 Cars.com Amends Credit Agreement to Increase Flexibility and Further Strengthen Liquidity Position CHICAGO, October 7, 2019 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), today announced the completion of an amendment to its existing credit facility, which resets the total net leverage covenant during the remaining term of the credit agre

First Amendment to Credit Agreement dated as of October 4, 2019 among Cars.com Inc., the Subsidiary Guarantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on October 7, 2019, File No. 001-37869)

EXHIBIT 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT First Amendment, dated as of October 4, 2019 (this “Amendment”), to the Credit Agreement dated as of May 31, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CARS.COM INC. (the “Borrower”), the SUBSIDIARY GUARANTORS party thereto, the lenders party thereto (the “Lenders”) and JP

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 4, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

CARS / Cars.com Inc DEFA14A - - DEFA14A

DEFA14A 1 cars-defa14a20190920.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

CARS / Cars.com Inc DEF 14A - - 2019 DEF 14A PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

CARS / Cars.com Inc / Jackson Square Partners, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Cars.com Inc. (Name of Issuer) Common (Title of Class of Securities) 14575E105 (CUSIP Number) 8/27/2019 (Date of Event Which Requires Filin

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Cars.com Inc. This Joint Filing Agreement sha

CARS / Cars.com Inc / Starboard Value LP - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da50629723208072019.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Cars.com Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Titl

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

Cars.com Board of Directors Concludes Strategic Review Process, Focuses on Strategic Plan and Go-Forward Strategy to Drive Long-Term Value Creation

EXHIBIT 99.1 Cars.com Board of Directors Concludes Strategic Review Process, Focuses on Strategic Plan and Go-Forward Strategy to Drive Long-Term Value Creation CHICAGO, August 5, 2019 – Cars.com Inc. (NYSE: CARS), a leading digital marketplace and solutions provider for the automotive industry, today announced that its Board of Directors has concluded the strategic review process first announced

Financial Statements and Exhibits, Results of Operations and Financial Condition, Shareholder Director Nominations

8-K 1 cars-8k20190805.htm FORM 8-K - Q2 EARNINGS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or ot

Cars.com Reports Second Quarter 2019 Results Growth in Direct Marketplace Dealer Customers in both May and June Double-Digit Audience Growth Continues, Driven by Organic Traffic Momentum Full Conversion of Remaining Affiliate Markets Ahead of Schedul

EXHIBIT 99.1 Cars.com Reports Second Quarter 2019 Results Growth in Direct Marketplace Dealer Customers in both May and June Double-Digit Audience Growth Continues, Driven by Organic Traffic Momentum Full Conversion of Remaining Affiliate Markets Ahead of Schedule 2019 Outlook Revised CHICAGO, August 5, 2019 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading digital marketplace

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 3, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of

June 3, 2019

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: June 3, 2019 Cars.com Extends Deadline for Nomination of Directors for the 2019 Annual Meeting of Stockholders CHICAGO, Jun. 3, 2019 - Cars.com Inc. (NYSE: CARS), a leading digital automotive marketplace, today announced that the Board of Directors of the Company has determined to further extend until 5:00 p.m. Central Time on August 6, 2019, the deadline for th

Cars.com Reports First Quarter 2019 Results Strong Organic Traffic Growth Accelerating into Q2 Leading to All Time High Brand Awareness Improving Dealer Sales and Retention; Solutions Strategy Driving Strength in ARPD Strong Cash Generation Strategic

EXHIBIT 99.1 Cars.com Reports First Quarter 2019 Results Strong Organic Traffic Growth Accelerating into Q2 Leading to All Time High Brand Awareness Improving Dealer Sales and Retention; Solutions Strategy Driving Strength in ARPD Strong Cash Generation Strategic Alternatives Review Process Ongoing CHICAGO, May 10, 2019 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading digital

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of

Cars.com Inc. Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 10, 2019, File No. 001-37869).

EXHIBIT 10.2 CARS.COM INC. CHANGE IN CONTROL SEVERANCE PLAN Table of Contents Page 1. Purpose of the Plan1 2. Effective Date1 3. Administration of the Plan.1 (a) The Committee1 (b) Determinations by the Committee2 (c) Delegation of Authority2 4. Participation in the Plan.2 (a) Designation of Participants2 (b) Terminating or Changing Severance Multiple as a Participant3 5. Change in Control3 6. Eli

Cars.com Inc. Executive Severance Plan (incorporated herein by reference to Exhibit 10.1 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 10, 2019, File No. 001-37869).

EXHIBIT 10.1 CARS.COM INC. EXECUTIVE SEVERANCE PLAN Table of Contents Page 1. Purpose of Plan1 2. Certain Defined Terms1 3. Eligible Employees2 4. Term of the Plan2 5. Administration of the Plan2 6. Amendment or Termination of Plan2 7. Benefits under this Plan2 8. Release Requirement4 9. Timing and Form of Payment of Severance Amount4 10. No Mitigation/Offset4 11. Legal Expenses4 12. Severability;

Quarterly Report - Q1 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Cars.com Extends Deadline for Nomination of Directors for the 2019 Annual Meeting of Stockholders and Announces Reporting Date for First Quarter 2019 Financial Results

EXHIBIT 99.1 Contact: Jandy Tomy 312-601-5115 [email protected] Cars.com Extends Deadline for Nomination of Directors for the 2019 Annual Meeting of Stockholders and Announces Reporting Date for First Quarter 2019 Financial Results CHICAGO, May 6, 2019 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading digital automotive marketplace, today announced that the Board of Directors of the

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of I

CARS / Cars.com Inc 10-K/A Annual Report 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3

April 17, 2019

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: April 17, 2019 Cars.com Extends Deadline for Nomination of Directors for the 2019 Annual Meeting of Stockholders CHICAGO, Apr. 17, 2019 - Cars.com Inc. (NYSE: CARS), a leading digital automotive marketplace, today announced that the Board of Directors of the Company has determined to further extend until 5:00 p.m. Central Time on May 15, 2019, the deadline for t

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 17, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 25, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

Cars.com Extends Deadline for Nomination of Directors for the 2019 Annual Meeting of Stockholders

EXHIBIT 99.1 Cars.com Extends Deadline for Nomination of Directors for the 2019 Annual Meeting of Stockholders CHICAGO, Mar. 25, 2019 - Cars.com Inc. (NYSE: CARS), a leading digital automotive marketplace, today announced that the Board of Directors of the Company has determined to extend until 5:00 p.m. Central Time on April 22, 2019, the deadline for the proper written notice of the nomination o

Cars.com Reports Fourth Quarter and Full Year 2018 Results Executed on Transformation Initiatives for Digital Solutions Strategy with Strong Cash Generation Achieved Twelve Consecutive Months of Traffic Growth and Conversion of Majority of Affiliate

EX-99.1 2 cars-ex9916.htm EX-99.1 EARNINGS RELEASE EXHIBIT 99.1 Cars.com Reports Fourth Quarter and Full Year 2018 Results Executed on Transformation Initiatives for Digital Solutions Strategy with Strong Cash Generation Achieved Twelve Consecutive Months of Traffic Growth and Conversion of Majority of Affiliate Markets Three-Year Outlook Provided Strategic Alternatives Review Process Ongoing CHIC

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 28, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employe

CARS / Cars.com Inc 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37869 Cars.com Inc. (

Subsidiaries of Cars.com Inc.

Exhibit 21.1 Cars.com Inc. Subsidiary List Entity State/Province of Incorporation/Formation Cars.com Holdings, Inc. Delaware Cars.com Holdings, LLC Delaware Cars.com, LLC Delaware Dealer Inspire Inc. Delaware Dealer Inspire Solutions Canada Inc. British Columbia DealerRater Canada, LLC Massachusetts DealerRater.com, LLC Massachusetts DMR Holdings, Inc. Delaware DR Media Holdings, LLC Delaware

Letter Agreement, dated as of July 9, 2018, between Cars.com, LLC and Doug Miller (incorporated herein by reference to Exhibit 10.27 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-37869)

cars-ex1027_411.htm

Separation Agreement between Cars.com, LLC and John Clavadetscher dated September 13, 2018 (incorporated herein by reference to Exhibit 10.26 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-37869).

EXHIBIT 10.26 September 13, 2018 John Clavadetscher [Address] Re:Separation Agreement Dear John: This letter memorializes the terms we have agreed upon in connection with your separation of employment from Cars.com, LLC (the “Company”), in recognition of your long and valuable service to the Company and your agreement to assist us during the next 90 days with Doug Miller’s assumption of the role o

Form of Performance Based Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.18 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-37869)

EXHIBIT 10.18 INDICATION OF GRANT AWARD PERFORMANCE BASED RESTRICTED STOCK UNITS The Compensation Committee of the Cars.com Inc. Board of Directors has approved your opportunity to receive Performance Based Restricted Stock Units (referred to herein as “PSUs”) under the Cars.com Inc. Omnibus Incentive Compensation Plan, as amended, as set forth below. This Indication of Grant Award and the attache

Form of Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.17 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-37869).

EX-10.17 2 cars-ex1017406.htm EX-10.17 - 2018 DIRECTOR RSU AWARD AGT. EXHIBIT 10.17 Director Award RESTRICTED STOCK UNIT AWARD AGREEMENT Under the Cars.com Inc. Omnibus Incentive Compensation Plan This Award Agreement, governs the grant of Restricted Stock Units (referred to herein as “Stock Units”) to the director (the “Director”) designated in the Notification of Grant Award dated coincident wit

CARS / Cars.com Inc / Investec Asset Management LTD - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Cars.Com Inc (Name of Issuer) Ordinary Shares of par value USD0.01 (Title of Class of Securities) 14575E105 (CUSIP Number) December 31,2018 (Date of Event Which Requires Filing of this Stat

CARS / Cars.com Inc / Jackson Square Partners, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 tv513113sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Cars.com Inc. (Name of Issuer) Common (Title of Class of Securities) 14575E105 (CUSIP Number) 12/31/

CARS / Cars.com Inc / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 carscominc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Cars.com Inc Title of Class of Securities: Common Stock CUSIP Number: 14575E105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule pursuant to which this

CARS / Cars.com Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

SC 13G 1 dfs059.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CARS.COM INC (Name of Issuer) Common Stock (Title of Class of Securities) 14575E105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 16, 2019 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

Cars.com Announces Review of Strategic Alternatives to Enhance Shareholder Value

EXHIBIT 99.1 Cars.com Announces Review of Strategic Alternatives to Enhance Shareholder Value • The Board authorized management to begin this process in September 2018 • Review Process is Ongoing CHICAGO, ILLINOIS - January 16, 2019 – Cars.com Inc. (NYSE: CARS), a leading online automotive marketplace, today announced that it has been conducting a process to explore strategic alternatives to enhan

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 12, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employe

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 10, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employe

Cars.com Issues Statement

EX-99.1 2 cars-ex9916.htm EX-99.1 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Cars.com Issues Statement CHICAGO, ILLINOIS - December 10, 2018 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading online automotive marketplace, today issued the following statement in response to a press release issued by Starboard Value LP (“Starboard”): The Board of Directors and management te

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer

Cars.com Reports Third Quarter 2018 Results Growth in Total Revenue and Average Revenue per Dealer Integrated Product and Marketing Strategy Delivers 12% Growth in Traffic to No. 1 Brand Year to Date Net Cash Provided by Operating Activities of $121

EXHIBIT 99.1 Cars.com Reports Third Quarter 2018 Results Growth in Total Revenue and Average Revenue per Dealer Integrated Product and Marketing Strategy Delivers 12% Growth in Traffic to No. 1 Brand Year to Date Net Cash Provided by Operating Activities of $121 Million and Free Cash Flow of $111 Million Fuels Marketing Investment, De-leveraging and Share Repurchases CHICAGO, Nov. 7, 2018 – Cars.c

CARS / Cars.com Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 cars-8k20181018.htm 8-K FILING-CARS AMEND. TO BYLAWS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 18, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State o

Amended and Restated Bylaws of Cars.com Inc. (incorporated by reference to Exhibit 3.2 of Cars.com Inc.’s Form 8-K filed on October 23, 2018, File No. 001-37869).

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF CARS.COM INC. Incorporated under the Laws of the State of Delaware These Amended and Restated Bylaws (the “Bylaws”) of Cars.com Inc., a Delaware corporation (the “Corporation”), are effective as of October 18, 2018 and hereby amend and restate the previous bylaws of the Corporation which are hereby deleted in their entirety and replaced with the following

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

Cars.com Reports Second Quarter 2018 Results Growth in Revenue and Traffic and Substantial Progress on Strategic Priorities Additional Affiliate Conversions, Cost Efficiency Initiatives Underway 2018 Revenue Guidance Revised

EXHIBIT 99.1 Cars.com Reports Second Quarter 2018 Results Growth in Revenue and Traffic and Substantial Progress on Strategic Priorities Additional Affiliate Conversions, Cost Efficiency Initiatives Underway 2018 Revenue Guidance Revised CHICAGO, August 8, 2018 – Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), a leading digital automotive marketplace, today released its financial results for

CARS / Cars.com Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 18, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer of

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cars-8k20180331.htm FORM 8-K - 2018, 0509 Q1 FINANCIALS AND PR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (St

Cars.com Reports First Quarter 2018 Results Revenue and Traffic Up Year-over-Year Nearly 80% of Dealer Customers Served by Direct Sales Team Company Expects 2018 Revenue Growth of Approximately 10 to 11%

EX-99.1 2 cars-ex99116.htm EX-99.1 - EARNINGS RELEASE Q1 2018 EXHIBIT 99.1 Cars.com Reports First Quarter 2018 Results Revenue and Traffic Up Year-over-Year Nearly 80% of Dealer Customers Served by Direct Sales Team Company Expects 2018 Revenue Growth of Approximately 10 to 11% CHICAGO, May 9, 2018 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading online automotive marketplace,

CARS / Cars.com Inc 10-Q (Quarterly Report)

10-Q 1 cars-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37869 Cars.com Inc. (Exact Na

CARS / Cars.com Inc DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

CARS / Cars.com Inc / Starboard Value LP - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Cars.com Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 14575E105 (CUSIP Number) JEFFREY C. SMITH STARBOA

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Cars.com Inc. This Joint Filing Agreement shall be file

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Exhibit 99.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 22, 2018 by and among Cars.com Inc., a Delaware corporation (the “Company”), and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”). RECITALS WHEREAS, the Com

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 22, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State or other Jurisdiction (Commission File Number) (IRS Employer o

Agreement, dated as of March 22, 2018, among Cars.com Inc. and Starboard Value LP and its affiliates

EXHIBIT 10.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 22, 2018 by and among Cars.com Inc., a Delaware corporation (the “Company”), and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”). RECITALS WHEREAS, the Com

Cars.com Announces Agreement with Starboard Company to Expand Board to 11 Directors and Appoint Michael Kelly, Bryan Wiener and Additional New Independent Director to Board Starboard Agrees to Support All Nominees at 2018 Annual Meeting

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Cars.com Announces Agreement with Starboard Company to Expand Board to 11 Directors and Appoint Michael Kelly, Bryan Wiener and Additional New Independent Director to Board Starboard Agrees to Support All Nominees at 2018 Annual Meeting CHICAGO, March 23, 2018 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading online automotive marketplace, tod

Cars.com Announces $200 Million Share Repurchase Program

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Cars.com Announces $200 Million Share Repurchase Program CHICAGO, March 22, 2018 – Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading online automotive marketplace, today announced that its Board of Directors (the “Board”) has authorized the repurchase of up to $200 million of the Company’s common stock. The Company intends to fund the share repu

Financial Statements and Exhibits, Other Events

8-K 1 cars-8k20180321.htm FORM 8-K RE SHARE REPURCHASE PROGRAM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 21, 2018 Date of Report (Date of earliest event reported) Cars.com Inc. (Exact name of registrant as specified in its charter) Delaware 001-37869 81-3693660 (State

CARS / Cars.com Inc / Catalus Capital Management Llc - SC 13D/A Activist Investment

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cars.com (Name of Issuer) Common Stock (Title of Class of Securities) 14575E105 (CUSIP Number) Michael Freeburg c/o Catalus Capital Management LLC 45 East Putnam Avenue Greenwich, CT 06830 (203) 618-0100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 6, 2018 (Date of Eve

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A dated March 8, 2018 (including amendments thereto) with respect to the common stock of Cars.com. This Joint Filing Agreement shall be filed as an Exhibit to su