12/29/2025 | Press release | Distributed by Public on 12/29/2025 14:54
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-Based Stock Units | $ 0 | 12/22/2025 | A | 155,885 | (3) | (3) | Common Stock | 155,885 | $ 0 | 155,885 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Hartmann Tobias C/O CARS.COM INC. 300 S. RIVERSIDE PLAZA, SUITE 1100 CHICAGO, IL 60606 |
CEO-Designate | |||
| /s/Angelique Strong Marks, as Attorney-in-Fact for Tobias Hartmann | 12/29/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Restricted stock units ("RSUs") granted under the Cars.com Inc. 2025 Inducement Equity Plan, subject to vesting. Each RSU represents a right to receive one share of the Company's common stock. |
| (2) | Includes RSUs. |
| (3) | The reported Performacne-Based Stock Units (PSUs) represent a contingent right to receive one share of the Company's common stock upon the attinment of specified Company stock performance goals and continued service through the applicable vesting dates.The PSUs have no exercise price and will settle, if earned, in shares of the Company's common stock. PSUs may vest in three equally weighted installments on the later of (i) the achievement of stock price goals (based on the 30 trading day closing price average) of $15, $16 and $17 and (ii) January 1, 2027, January 1, 2028 and December 31, 2028, respectively. |
|
Remarks: 1. Exhibit Index - Exhibit No. 24.1 - Power of Attorney |
|