Cars.com Inc. 10-Q

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.com Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 81-3693660 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 300 S. Riverside Plaza , Suite 1000 Chicago , Illinois 60606 (Address of principal executive offices) ( 312 ) 601-5000 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock CARS New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of October 31, 2024, the registrant had 64,739,273 shares of common stock, $0.01 par value per share, outstanding. Table of Contents Page PART I. FINANCIAL INFORMATION 2 Item 1. Financial Statements : 2 Consolidated Balance Sheets 2 Consolidated Statements of Income 3 Consolidated Statements of Comprehensive Income 4 Consolidated Statements of Stockholders’ Equity 5 Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 26 Item 4. Controls and Procedures 26 PART II. OTHER INFORMATION 27 Item 1. Legal Proceedings 27 Item 1A. Risk Factors 27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27 Item 3. Defaults Upon Senior Securities 27 Item 4. Mine Safety Disclosures 27 Item 5. Other Information 27 Item 6. Exhibits 28 Signatures 29 1 PART I—FINANCI AL INFORMATION Item 1. Financi al Statements. Cars.com Inc. Consolidated Balance Sheets (In thousands, except per share data) September 30, 2024 December 31, 2023 (unaudited) Assets: Current assets: Cash and cash equivalents $ 49,573 $ 39,198 Accounts receivable, net 125,214 125,373 Prepaid expenses 15,536 12,553 Other current assets 9,574 1,314 Total current assets 199,897 178,438 Property and equipment, net 42,827 43,853 Goodwill 145,843 147,058 Intangible assets, net 605,130 669,167 Deferred tax assets, net 100,530 112,953 Investments and other assets, net 24,281 20,980 Total assets $ 1,118,508 $ 1,172,449 Liabilities and stockholders' equity: Current liabilities: Accounts payable $ 32,228 $ 22,259 Accrued compensation 29,561 31,669 Current portion of long-term debt, net — 23,129 Other accrued liabilities 49,600 68,691 Total current liabilities 111,389 145,748 Noncurrent liabilities: Long-term debt, net 464,979 460,119 Deferred tax liabilities, net 8,293 8,757 Other noncurrent liabilities 31,422 65,717 Total noncurrent liabilities 504,694 534,593 Total liabilities 616,083 680,341 Commitments and contingencies Stockholders' equity: Preferred Stock at par, $ 0.01 par value; 5,000 shares authorized; no shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively — — Common Stock at par, $ 0.01 par value; 300,000 shares authorized; 65,022 and 65,929 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 650 659 Additional paid-in capital 1,480,400 1,500,232 Accumulated deficit ( 978,850 ) ( 1,009,734 ) Accumulated other comprehensive income 225 951 Total stockholders' equity 502,425 492,108 Total liabilities and stockholders' equity $ 1,118,508 $ 1,172,449 The accompanying notes are an integral part of the Consolidated Financial Statements. 2 Cars.com Inc. Consolidated Sta tements of Income (In thousands, except per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenue: Dealer $ 159,513 $ 157,116 $ 481,171 $ 460,268 OEM and National 17,014 14,549 48,149 40,494 Other 3,124 2,668 9,401 8,815 Total revenue 179,651 174,333 538,721 509,577 Operating expenses: Cost of revenue and operations 31,610 31,077 92,602 91,287 Product and technology 29,223 25,297 84,891 74,354 Marketing and sales 58,288 60,186 177,664 176,636 General and administrative 21,511 17,785 67,348 53,738 Depreciation and amortization 27,563 25,670 82,499 74,381 Total operating expenses 168,195 160,015 505,004 470,396 Operating income 11,456 14,318 33,717 39,181 Nonoperating expenses: Interest expense, net ( 8,028 ) ( 7,777 ) ( 24,458 ) ( 24,171 ) Other income (expense), net 21,111 ( 3,902 ) 32,498 1,204 Total nonoperating income (expense), net 13,083 ( 11,679 ) 8,040 ( 22,967 ) Income before income taxes 24,539 2,639 41,757 16,214 Income tax expense (benefit) 5,820 ( 1,852 ) 10,873 ( 93,882 ) Net income $ 18,719 $ 4,491 $ 30,884 $ 110,096 Weighted-average common shares outstanding: Basic 66,107 66,773 66,319 66,820 Diluted 67,666 68,508 67,590 68,199 Earnings per share: Basic $ 0.28 $ 0.07 $ 0.47 $ 1.65 Diluted 0.28 0.07 0.46 1.61 The accompanying notes are an integral part of the Consolidated Financial Statements. 3 Cars.com Inc. Consolidated Statements of Comprehensive Income (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net income $ 18,719 $ 4,491 $ 30,884 $ 110,096 Other comprehensive income (loss), net of tax Foreign currency translation adjustments 350 — ( 726 ) — Total other comprehensive income (loss), net of tax 350 — ( 726 ) — Comprehensive income $ 19,069 $ 4,491 $ 30,158 $ 110,096 The accompanying notes are an integral part of the Consolidated Financial Statements. 4 Cars.com Inc. Consolidated Statements of Stockholders’ Equity (In thousands) (Unaudited) Preferred Stock Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Stockholders' Shares Amount Shares Amount Capital Deficit Income (Loss) Equity Balance at December 31, 2023 — $ — 65,929 $ 659 $ 1,500,232 $ ( 1,009,734 ) $ 951 $ 492,108 Net income — — — — — 784 — 784 Other comprehensive loss, net of tax — — — — — — ( 738 ) ( 738 ) Repurchases of common stock — — ( 533 ) ( 5 ) ( 9,490 ) — — ( 9,495 ) Shares issued in connection with stock-based compensation plans, net — — 832 8 ( 8,365 ) — — ( 8,357 ) Stock-based compensation — — — — 7,148 — — 7,148 Balance at March 31, 2024 — — 66,228 662 1,489,525 ( 1,008,950 ) 213 481,450 Net income — — — — — 11,381 — 11,381 Other comprehensive loss, net of tax — — — — — — ( 338 ) ( 338 ) Repurchases of common stock — — ( 273 ) ( 2 ) ( 4,938 ) — — ( 4,940 ) Shares issued in connection with stock-based compensation plans, net — — 214 2 798 — — 800 Stock-based compensation — — — — 8,538 — — 8,538 Balance at June 30, 2024 — — 66,169 662 1,493,923 ( 997,569 ) ( 125 ) 496,891 Net income — — — — — 18,719 — 18,719 Other comprehensive loss, net of tax — — — — — — 350 350 Repurchases of common stock — — ( 1,194 ) ( 12 ) ( 21,239 ) — — ( 21,251 ) Shares issued in connection with stock-based compensation plans, net — — 47 — ( 508 ) — — ( 508 ) Stock-based compensation — — — — 8,224 — — 8,224 Balance at September 30, 2024 — $ — 65,022 $ 650 $ 1,480,400 $ ( 978,850 ) $ 225 $ 502,425 Preferred Stock Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Stockholders' Shares Amount Shares Amount Capital Deficit Income (Loss) Equity Balance at December 31, 2022 — $ — 66,287 $ 662 $ 1,511,944 $ ( 1,128,176 ) $ — $ 384,430 Net income — — — — — 11,479 — 11,479 Repurchases of common stock — — ( 413 ) ( 4 ) ( 7,170 ) — — ( 7,174 ) Shares issued in connection with stock-based compensation plans, net — — 976 10 ( 9,807 ) — — ( 9,797 ) Stock-based compensation — — — — 6,049 — — 6,049 Balance at March 31, 2023 — — 66,850 668 1,501,016 ( 1,116,697 ) — 384,987 Net income — — — — — 94,126 — 94,126 Repurchases of common stock — — ( 532 ) ( 5 ) ( 9,987 ) — — ( 9,992 ) Shares issued in connection with stock-based compensation plans, net — — 159 2 726 — — 728 Stock-based compensation — — — — 7,608 — — 7,608 Balance at June 30, 2023 — — 66,477 665 1,499,363 ( 1,022,571 ) — 477,457 Net income — — — — — 4,491 — 4,491 Repurchases of common stock — — ( 344 ) ( 4 ) ( 6,425 ) — — ( 6,429 ) Shares issued in connection with stock-based compensation plans, net — — 56 1 ( 1 ) — — — Stock-based compensation — — — — 7,491 — — 7,491 Balance at September 30, 2023 — $ — 66,189 $ 662 $ 1,500,428 $ ( 1,018,080 ) $ — $ 483,010 The accompanying notes are an integral part of the Consolidated Financial Statements. 5 Cars.com Inc. Consolidated Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities: Net income $ 30,884 $ 110,096 Adjustments to reconcile Net income to Net cash provided by operating activities: Depreciation 19,306 16,367 Amortization of intangible assets 63,193 58,014 Changes in fair value of contingent consideration ( 33,473 ) ( 1,280 ) Stock-based compensation 23,689 20,930 Deferred income taxes 12,469 ( 98,821 ) Provision for doubtful accounts 2,634 2,117 Amortization of debt issuance costs 1,769 2,303 Unrealized loss on foreign currency denominated transactions 965 — Amortization of deferred revenue related to AccuTrade acquisition — ( 883 ) Other, net 766 640 Changes in operating assets and liabilities: Accounts receivable ( 2,574 ) ( 12,472 ) Prepaid expenses and other assets ( 12,705 ) ( 13,073 ) Accounts payable 9,947 473 Accrued compensation ( 2,067 ) 1,741 Other liabilities 7,714 5,428 Net cash provided by operating activities 122,517 91,580 Cash flows from investing activities: Payments for acquisitions, net of cash acquired ( 218 ) — Capitalization of internally developed technology ( 16,770 ) ( 14,838 ) Purchase of property and equipment ( 2,046 ) ( 737 ) Net cash used in investing activities ( 19,034 ) ( 15,575 ) Cash flows from financing activities: Payments of Revolving Loan borrowings and long-term debt ( 20,000 ) ( 26,250 ) Payments for stock-based compensation plans, net ( 8,065 ) ( 9,069 ) Repurchases of common stock ( 35,686 ) ( 23,316 ) Payments of contingent consideration ( 27,435 ) — Payments of debt issuance costs and other fees ( 1,869 ) — Net cash used in financing activities ( 93,055 ) ( 58,635 ) Effect of exchange rate changes on Cash and cash equivalents ( 53 ) — Net increase in Cash and cash equivalents 10,375 17,370 Cash and cash equivalents at beginning of period 39,198 31,715 Cash and cash equivalents at end of period $ 49,573 $ 49,085 Supplemental cash flow information: Cash paid for income taxes $ 5,506 $ 17,107 Cash paid for interest 18,453 16,806 The accompanying notes are an integral part of the Consolidated Financial Statements. 6 Cars.com Inc. Notes to the Consolidated Financial Statements (Unaudited) NOTE 1. Description of Business and Summary of Significant Accounting Policies Description of Business. Cars.com Inc., d/b/a Cars Commerce Inc. (the "Company" or "Cars Commerce") is an audience-driven technology company empowering the automotive industry. The Company simplifies everything about car buying and selling with powerful products, solutions and machine learning model-driven artificial intelligence technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around four industry-leading brands: the flagship automotive marketplace and dealer reputation site Cars.com, award-winning digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from AccuTrade and exclusive in-market media solutions from the Cars Commerce Media Network. Basis of Presentation. The accompanying unaudited interim consolidated financial statements ("Consolidated Financial Statements") have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the SEC rules and regulations. These Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2023, which are included in the Company's Annual Report on Form 10-K as filed with the SEC on February 22, 2024 (the "December 31, 2023 Financial Statements"). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2023 Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024 . Use of Estimates. The preparation of the accompanying Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Reclassifications. Certain prior year balances have been reclassified to conform to the current year presentation. Principles of Consolidation . The accompanying Consolidated Financial Statements include the accounts of Cars.com Inc. and its 100 % owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. Recently Issued Accounting Standards Not Yet Adopted . In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires companies to provide more detailed and organized disclosures of their expenses in their income statements. The standard requires breaking down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization. This amendment is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, on a prospective basis and early adoption and retrospective application is permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates. The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold. This amendment is effective for fiscal years beginning after December 15, 2024, on a prospective basis and early adoption and retrospective application are permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss. This amendment is effective for fiscal years beginning after December 15, 2023, 7 Cars.com Inc. Notes to the Consolidated Financial Statements (continued) (Unaudited) and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures. NOTE 2. Revenue Revenue Summary . The Company's Consolidated Statements of Income provide disaggregated revenue information that reflects the nature, timing, amount and uncertainty of cash flows related to the Company's revenue. Substantially all revenue was generated and located within the U.S. The Company's disaggregated revenue information is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Dealer $ 159,513 $ 157,116 $ 481,171 $ 460,268 OEM and National 17,014 14,549 48,149 40,494 Other 3,124 2,668 9,401 8,815 Total revenue $ 179,651 $ 174,333 $ 538,721 $ 509,577 NOTE 3. Business Combinations D2C Media Acquisition. On November 1, 2023, the Company acquired all of the outstanding stock of D2C Media Inc. and EZResults Inc. (collectively, the "D2C Media Acquisition"), a leading provider of website and digital advertising solutions in Canada for $ 80.1 million total purchase consideration. As part of the D2C Media Acquisition, the Company may be required to pay a cash earnout of up to an additional CAD$ 35.0 million (approximately USD$ 25.9 million as of September 30, 2024). The payment is not included in the total purchase consideration and is deemed compensation expense, as the potential cash compensation is to former equity holders who became employees and will be forfeited if employment is terminated prior to the end of the earnout period. The amount to be paid will be determined by the acquired business’ future achievement of certain revenue-related financial targets through December 31, 2025 and expensed over each performance period. The Company may expense up to CAD$ 15.0 million (approximately USD$ 11.1 million as of September 30, 2024) associated with the remaining portion of the earnout for each of the years ending December 31, 2024 and 2025. Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques, such as the multi-period excess earnings and the relief of royalty methods. The D2C Media Acquisition purchase price allocation is as follows (in thousands): Acquisition-date Fair Value Total purchase consideration (1) $ 80,056 Cash and cash equivalents $ 3,673 Accounts receivable 4,640 Other assets acquired (2) 1,378 Identified intangible assets (3) 38,967 Total assets acquired 48,658 Accounts payable and accrued liabilities ( 1,698 ) Other liabilities assumed (4) (1) ( 628 ) Deferred tax liabilities, net (1) ( 8,230 ) Total liabilities assumed ( 10,556 ) Net identifiable assets 38,102 Goodwill (1) 41,954 Total purchase consideration $ 80,056 (1) During the quarter ended June 30, 2024, the Company recorded a $ 0.3 million pur chase accounting adjustment, $ 0.2 million of which is reflected in Payments for acquisitions, net of cash acquired in the Consolidated Statements of Cash Flows. (2) Other assets acquired primarily consists of property and equipment, operating lease right of use assets and other prepaid expenses. 8 Cars.com Inc. Notes to the Consolidated Financial Statements (continued) (Unaudited) (3) Information regarding the identifiable intangible assets acquired is as follows: Acquisition-Date Fair Value (in thousands) Amortization Period (in years) Customer relationships $ 29,153 14 Acquired software 9,092 5 Trade name 722 5 Total $ 38,967 (4) Other liabilities assumed primarily consists of operating lease right of use liabilities and income taxes payable. A reconciliation of cash consideration to Payments for acquisitions, net of cash acquired related to the D2C Media Acquisition in the Consolidated Statements of Cash Flows as of December 31, 2023 is as follows (in thousands): Cash consideration $ 79,841 Less: Cash acquired ( 3,673 ) Total payment for D2C Media, net $ 76,168 Goodwill. In connection with the D2C Media Acquisition, the Company recorded goodwill in the amount of $ 42.0 million, which is primarily attributable to expected sales growth from existing and future customers, product offerings, technology and the value of the acquired assembled workforce. All of the goodwill is considered non-deductible for income tax purposes. The D2C Media Acquisition would have had an immaterial impact on the Company’s Consolidated Financial Statements for the three and nine months ended September 30, 2023 . NOTE 4. Fair Value Measurements The Company's liabilities measured at fair value on a recurring basis consisted of the following (in thousands): Fair value measurement at reporting date Total as of September 30, 2024 Level 1 Level 2 Level 3 Contingent consideration $ 500 $ — $ — $ 500 Total $ 500 $ — $ — $ 500 Fair value measurement at reporting date Total as of December 31, 2023 Level 1 Level 2 Level 3 Contingent consideration $ 61,408 $ — $ — $ 61,408 Total $ 61,408 $ — $ — $ 61,408 The roll-forward of the Level 3 contingent consideration from December 31, 2023 is as follows (in thousands): As of December 31, 2023 Payment of Contingent Consideration Fair Value Adjustment (1) As of September 30, 2024 Contingent consideration $ 61,408 $ ( 27,435 ) $ ( 33,473 ) $ 500 (1) Fair value adjustments on contingent considerations are reflected with in Other income (expense), net in t he Consolidated Statements of Income. The Company reviews and reassesses the estimated fair value of contingent consideration liabilities at each reporting period and the updated fair value could differ materially from the initial estimates. The Company recorded a contingent consideration liability at its estimated fair value at the date of acquisition based on expected future payment. The Company measures contingent consideration recognized in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The fair value measurement has one significant input of projected financial information. Significant increases or decreases to this input in isolation could result in a significantly higher or lower liability. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting period and the amount paid will be 9 Cars.com Inc. Notes to the Consolidated Financial Statements (continued) (Unaudited) recognized in earnings. Payments of contingent consideration reduce the corresponding liability, which was recorded upon acquisition and measured on a recurring basis as discussed above. The Company's contingent consideration obligations arise from acquisitions that involve a potential future payment of consideration that is contingent upon the achievement of certain financial or operational metrics. The contingent consideration is classified in the Consolidated Balance Sheets based on expected payment dates. As of September 30, 2024 , $ 0.5 million was included within Other accrued liabilities in the Consolidated Balance Sheets. As of December 31, 2023 , $ 25.8 million and $ 35.6 million were included within Other accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets. For information related to the contingent consideration agreements, see Note 3 (Business Combinations) in Part II, Item 8., "Financial Statements and Supplementary Data", of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024. The Company ex pects to make the remaining payments on the contingent consideration in 2024 and 2025. NOTE 5. Debt As of September 30, 2024 the Company was in compliance with the covenants under its debt agreements. The Company’s borrowings are limited by its Senior Secured Net Leverage Ratio and Consolidated Interest Coverage Ratio, among other factors, which are calculated in accordance with the Company's Credit Agreement, and were 0.1 x and 6.4 x, respectively, as of September 30, 2024 . Fifth Amendment to the Credit Agreement. On May 6, 2024, the Company amended and extended its existing Credit Agreement (the "Fifth Amendment") which resulted in a new $ 350.0 million Revolving Loan due in 2029. Upon closing, the Company borrowed $ 80.0 million under the new Revolving Loan to pay off and extinguish the outstanding $ 45.0 million in aggregate principal amount of existing Term Loan and $ 35.0 million in aggregate principal amount of existing Revolving Loan balances. This was a non-cash transaction predominantly amongst existing lenders in the Credit Agreement and therefore is not reflected within the Consolidated Statements of Cash Flows. Additionally, the Fifth Amendment, among other things, removed the Secured Overnight Financing Rate (SOFR) floor and replaced the financial covenant leverage test to Senior Secured Net Leverage from Senior Secured Leverage. Except as modified by the Fifth Amendment, the existing terms of the Credit Agreement, as amended, remain in effect. Revolving Loan. As of September 30, 2024 , $ 280.0 million was available to borrow under the Revolving Loan, and the Company had $ 70.0 million of outstanding borrowings. The Company made $ 10.0 million in cash payments on the Revolving Loan during the nine months ended September 30, 2024 . There were no cash drawdowns during the period. Term Loan. During the nine months ended September 30, 2024 , the Company made $ 10.0 million in Term Loan payments. In connection with the Fifth Amendment in May 2024, the Company borrowed amounts under the new Revolving Loan to fully repay the remaining outstanding principal amount under the Term Loan in a non-cash transaction. Senior Unsecured Notes. In October 2020, the Company issued $ 400.0 million aggregate principal amount of 6.375 % Senior Unsecured Notes due in 2028. Interest on the notes is due semi-annually on May 1 and November 1. Fair Value. The Company's debt is classified as Level 2 in the fair value hierarchy and the fair value is measured based on comparable trading prices, ratings, sectors, coupons and maturities of similar instruments. The approximate fair value and related carrying value of the Company's outstanding indebtedness as of September 30, 2024 and December 31, 2023 were as follows (in millions): September 30, 2024 December 31, 2023 Fair value $ 468.0 $ 470.9 Carrying value 470.0 490.0 NOTE 6. Commitments and Contingencies From time to time, the Company and its subsidiaries may become involved in actions, claims, suits or other legal or administrative proceedings arising in the ordinary course of business. The Company records a liability when it believes that it is both probable that a loss will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its commitments and contingencies that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Significant judgment is required to determine both the probability and the estimated amount of liability, if any. It is not possible to predict the outcome of these proceedings or the range of reasonably possible loss. The Company does not expect, based on 10 Cars.com Inc. Notes to the Consolidated Financial Statements (continued) (Unaudited) circumstances currently known, that the ultimate resolution of any of these proceedings will have, either individually or in the aggregate, a material adverse effect on the Company's consolidated financial position, results of operations, or cash flows. NOTE 7. Stockholders' Equity In February 2022, the Company's Board of Directors authorized a three-year share repurchase program to acquire up to $ 200.0 million of the Company 's common stock. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors, including price. The repurchase program may be suspended or discontinued at any time and does not obligate the Company to repurchase any specific amount or number of shares. The Company funds the share repurchase program principally with cash from operations. During the nine months ended September 30, 2024 , the Company repurchased and subsequently retired 2.0 million shares for $ 35.7 million at an average price paid per share of $ 17.85 . During the nine months ended September 30, 2023 , the Company repurchased and subsequently retired 1.3 million shares f or $ 23.6 mil lion at an average price paid per share of $ 18.30 . NOTE 8. Stock-Based Compensation Restricted Share Units ("RSUs"). RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSUs are subject to graded vesting, generally ranging between one year to three years and the fair value of the RSUs is equal to the Company's common stock price on the date of grant. RSU activity for the nine months ended September 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value): Number of RSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2023 3,725 $ 15.67 Granted 1,899 17.14 Vested and delivered ( 1,494 ) 15.53 Forfeited ( 369 ) 16.31 Outstanding as of September 30, 2024 (1) 3,761 $ 16.41 (1) Includes 376 RSUs that were vested, but not yet delivered. Performance Share Units ("PSUs"). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0 % to 200 % of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization, or cumulative adjusted net income per share targets over a two-year or three-year performance period. These PSUs are subject to cliff vesting after the end of the respective performance period. PSU activity for the nine months ended September 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value): Number of PSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2023 512 $ 15.66 Granted 419 17.23 Vested and delivered — — Forfeited — — Outstanding as of September 30, 2024 931 $ 16.37 Stock Options. Stock options represent the right to purchase shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. Stock options are subject to three-year cliff vesting and expire 11 Cars.com Inc. Notes to the Consolidated Financial Statements (continued) (Unaudited) 10 years from the grant date. Stock option activity for the nine months ended September 30, 2024 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term): Number of Options Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2023 1,067 $ 6.28 6.98 $ 9,096 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding as of September 30, 2024 1,067 $ 6.28 6.23 $ 6,738 Exercisable as of September 30, 2024 804 $ 5.27 5.83 $ 6,293 NOTE 9. Earnings Per Share Basic earnings per share is calculated by dividing Net income by the weighted-average number of shares of the Company's common stock outstanding. Diluted earnings per share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compe nsation plans, unless the inclusion of such shares would have an anti-dilutive impact. As part of the AccuTrade acquisition, the Company may pay up to $ 15.0 million of the contingent consideration in shares of the Company's common stock at a future date. Those potential shares have been excluded from the computations below because they are contingently issuable shares, and the contingency to which the issuance relates was not met at the end of the reporting period . Th e computation of Earnings per share is as follows (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net income (1) $ 18,719 $ 4,491 $ 30,884 $ 110,096 Basic weighted-average common shares outstanding 66,107 66,773 66,319 66,820 Effect of dilutive stock-based compensation awards (2) 1,559 1,735 1,271 1,379 Diluted weighted-average common shares outstanding 67,666 68,508 67,590 68,199 Earnings per share, basic (1) $ 0.28 $ 0.07 $ 0.47 $ 1.65 Earnings per share, diluted (1) 0.28 0.07 0.46 1.61 (1) During the nine months ended September 30, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes). (2) There wer e 28 and 282 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended September 30, 2024 and 2023 , respectively, and 34 an d 282 potential common shares excluded from diluted weighted-average common shares outstanding for the nine months ended September 30, 2024 and 2023 , respectively, as their inclusion would have had an anti-dilutive effect. NOTE 10. Income Taxes Deferred Tax Asset and Valuation Allowance. Prior to June 30, 2023, the Company concluded a valuation allowance was required against its deferred tax assets. In reaching this conclusion, in accordance with U.S. GAAP, the Company evaluated all available evidence, both positive and negative, and determined that the Company’s history of recent losses, primarily due to the goodwill and indefinite-lived intangible asset impairments, was significant negative evidence to require a valuation allowance. Therefore, the Company recorded a valuation allowance to reduce its deferred tax assets to the amount that was more likely than not to be realized in future periods. At each reporting date, the Company evaluates the realizability of its deferred tax assets to determine whether a valuation allowance is warranted. As of June 30, 2023, the Company evaluated all available evidence and determined that the Company's recent performance and future projections enabled the Company to release a significant portion of the Company's valuation allowance that had been previously recorded. During the three months ended September 30, 2023, the Company also released a portion of the remaining valuation allowance. There was no change to the Company’s position or valuation allowance balance during the three or nine months ended September 30, 2024. 12 Cars.com Inc. Notes to the Consolidated Financial Statements (continued) (Unaudited) Effective Tax Rate. The effective income tax rate for the nine months ended September 30, 2024, expressed by calculating the Income tax expense (benefit) as a percentage of Income before income taxes, diff ered from the statutory federal income tax rate of 21 % primarily due to the impact of state income taxes, net of federal income tax expense, nondeductible executive compensation and nondeductible transaction expenses, partially offset by tax credits and the tax benefits realized on stock-based compensation. 13 Note About Forward-Looking Statements This report contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. These statements often use words such as "believe," "expect," "project," "anticipate," "outlook," "intend," "strategy," "plan," "estimate," "target," "seek," "will," "may,' "would," "should," "could," "forecasts," "mission," "strive," "more," "goal" or similar expressions. Forward-looking statements are based on our current expectations, beliefs, strategies, estimates, projections and assumptions, experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, condition of the global supply chain, fluctuating fuel prices, interest rate environment, inflationary pressures and other factors we think are appropriate. Such forward-looking statements, while considered reasonable by the Company and its management, are inherently uncertain. While the Company and its management make such statements in good faith and believe such judgments are reasonable, you should understand that these statements are not guarantees of future strategic action, performance or results. Our actual results, performance, achievements, strategic actions or prospects could differ materially from those expressed or implied by these forward-looking statements. Given these uncertainties, you should not rely on forward-looking statements in making investment decisions. When we make comparisons of results between current and prior periods, we do not intend to express any future trends, or indications of future performance, unless expressed as such, and you should only view such comparisons as historical data. Forward-looking statements are subject to a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results and strategic actions to differ materially from those expressed in the forward-looking statements contained in this report. Factors that might cause such differences include, but are not limited to: • Our business is subject to risks related to the larger automotive ecosystem, including consumer demand, direct-to-consumer sales models and other macroeconomic issues. • Market acceptance of and influence over certain of our products and services is concentrated with a limited number of automobile OEMs and dealership associations and we may not be able to maintain or grow these relationships. • Dealer closures or consolidation among dealers or OEMs could reduce demand for, and negatively affect the pricing of, our marketing and solutions offerings, thereby leading to decreased earnings. • Our business depends on our strong brand recognition, and any failure to maintain, protect and enhance our brands could hurt our ability to retain or expand our base of consumers, dealers and customers, and our ability to increase the frequency with which consumers, dealers and customers use our services. • Our increased operations in Canada involve risks that may differ from, or are in addition to, our domestic operational risks. • We rely in part on Internet search engines and mobile application stores to drive traffic to the Cars.com properties and increase downloads of our mobile applications. If the Cars.com properties and mobile applications fail to appear prominently in these search results, traffic to the Cars.com properties and mobile applications would decline and our business, results of operations or financial condition may be materially and adversely affected. • We rely on in-house content creation and development to drive organic traffic to the Cars.com properties and mobile applications. • Certain of our third-party service providers are highly regulated financial institutions, and the federal and state laws related to financial services could have a direct or indirect materially adverse effect on our business. • Our business may be affected by climate change, including physical risks and regulatory changes that may increase our operating costs and impact our ability to deliver services to our customers. • Expectations relating to environmental, social and governance considerations expose Cars Commerce to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business. • We participate in a highly competitive market, and pressure from existing and new competitors may materially and adversely affect our business, results of operations or financial condition. • We compete with other consumer automotive websites and mobile applications and other digital content providers for share of automotive-related digital display advertising spending and may be unable to maintain or grow our base of advertising customers or increase our revenue from existing customers. • If we do not adapt to automated buying strategies, our display advertising revenue could be adversely affected. • We may face difficulties in developing and launching new solution offerings or growing our complementary offerings that help automotive brands and dealers create enduring customer relationships. • Strategic acquisitions, investments and partnerships could pose various risks, including integration risks, increase our leverage, dilute existing stockholders and significantly impact our ability to expand our overall profitability. 14 • The value of our assets or operations may be diminished if our information technology systems fail to perform adequately. • Our business is dependent on keeping pace with advances in technology. If we are unable to keep pace with advances in technology, consumers and customers may stop using our services and our revenue may decrease. • We rely on third-party service providers for many aspects of our business, including inventory information and sales of our product through social media, and interruptions in the services or data they provide or any failure to maintain these relationships could harm our business. • We rely on technology systems’ availability and ability to prevent unauthorized access. If our security and resiliency measures fail to prevent incidents, it could result in damage to our reputation, incur costs and create liabilities. • We rely on third-party services to track and calculate certain of our key metrics, including unique visitors and traffic and any errors or interruptions in the services or data they provide or any failure to maintain these relationships could harm our business. • If the use of third-party cookies or other tracking technologies is rejected by Internet browsers or service providers or users, restricted, blocked, or subject to unfavorable laws or regulations, the amount of Internet user information would decrease, which may harm our business and operating results. • Our ability to attract and retain customers depends on our ability to collect and use data and develop tools to enable us to effectively deliver and accurately measure advertisements on our platform. • Uncertainty exists in the application and interpretation of various laws and regulations related to our business, including privacy laws. New privacy concerns or laws or regulations applicable to our business, or the expansion or interpretation of existing laws and regulations that apply to our business, could reduce the effectiveness of our offerings or subject us to use restrictions, licensing requirements, claims, judgments and remedies including sales and use taxes, other monetary liabilities and limitations on our business practices, and could increase administrative costs. • Misappropriation or infringement of our intellectual property and proprietary rights, enforcement actions to protect our intellectual property and claims from third parties relating to intellectual property could materially and adversely affect our business, results of operations or financial condition. • We have a limited history of operating with a virtual first workforce and the long-term impact on our financial results and business operations is uncertain. • Our ability to operate effectively could be impaired if we fail to attract and retain our key employees. • Adverse results from litigation or governmental investigations could impact our business practices and operating results. • The value of our existing goodwill and intangible assets may become impaired depending upon future operating results. • We cannot assure our stockholders that our share repurchase program will enhance long-term stockholder value and stock repurchases, if any, could increase the volatility of the price of our common stock and will diminish our cash reserves. • We do not expect to pay any cash dividends for the foreseeable future. • Your percentage of ownership in the Company may be diluted in the future. • Certain provisions of our Amended and Restated Certificate of Incorporation, By-laws and Delaware law may discourage takeovers and limit our ability to use, acquire, or develop certain competing businesses. • Our Amended and Restated Certificate of Incorporation designates the state courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors and officers. • Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our common stock. • Our debt agreements contain restrictions that may limit our flexibility in operating our business. • Increases in interest rates could increase interest payable under our variable rate indebtedness. • Our debt levels could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, inhibit us from making beneficial acquisitions, adversely impact our ability to implement our capital allocation strategy and prevent us from making debt service payments. In addition, changing or increasing interest rates, including the rates under our debt agreements, could adversely affect our business or financial condition. 15 For a detailed discussion of these risks and uncertainties, see "Part I, Item 1A., Risk Factors" and "Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 22, 2024 and our other filings filed with the SEC. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statement. The forward-looking statements in this report are intended to be subject to the safe harbor protection provided by the federal securities laws. 16 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our business, financial condition, results of operations and quantitative and qualitative disclosures should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis also contains forward-looking statements and should be read in conjunction with the disclosures and information contained in "Note About Forward-Looking Statements" in this Quarterly Report on Form 10-Q. The financial information discussed below and included elsewhere in this Quarterly Report on Form 10-Q may not necessarily reflect what our financial condition, results of operations and cash flows may be in the future. References in this discussion and analysis to "we," "us," "our," "Cars Commerce" and similar terms refer to Cars.com Inc. and its subsidiaries, collectively, unless the context indicates otherwise. Business Overview Cars Commerce is an audience-driven technology company empowering the automotive industry. We simplify everything about car buying and selling with powerful products, solutions and machine learning model-driven artificial intelligence technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around four industry-leading brands: our flagship automotive marketplace and dealer reputation site Cars.com, award-winning digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from AccuTrade and exclusive in-market media solutions from the Cars Commerce Media Network. Overview of Results Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Revenue $ 179,651 $ 174,333 $ 538,721 $ 509,577 Net income (1) 18,719 4,491 30,884 110,096 (1) The Net income for the nine months ended September 30, 2023 is primarily related to the release of a significant portion of our valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Key Operating Metrics We regularly review a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make operating and strategic decisions. Key Operating Metrics are as follows (Traffic and Average Monthly Unique Visitors in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 % Change 2024 2023 % Change Traffic 154,219 151,379 2 % 483,773 472,119 2 % Average Monthly Unique Visitors 24,547 25,980 (6 )% 26,329 27,136 (3 )% September 30, 2024 September 30, 2023 % Change June 30, 2024 % Change Dealer Customers 19,255 18,715 3 % 19,390 (1 )% Monthly Average Revenue Per Dealer $ 2,478 $ 2,548 (3 )% $ 2,474 0 % Average Monthly Unique Visitors ("UVs") and Traffic. UVs and Traffic are fundamental to our business. They are indicative of our consumer reach and the level of engagement consumers have with our platform. Although our consumer engagement does not directly result in revenue, we believe our ability to reach in-market car shoppers is attractive to our dealers, OEMs and national customers and a primary reason they do business with us. We believe we have achieved audience scale as measured by UVs and Traffic, and we drive increased Traffic through a combination of continued growth in UVs and higher repeat visitation and engagement. Traffic increases can result in increased impressions, clicks and other connections that we can ultimately monetize through our products and services. We define UVs in a given month as the number of distinct visitors that engage with our platform during that month. Visitors are identified when a user first visits an individual Cars.com property on an individual device/browser combination or installs one of our mobile apps on an individual device. If a visitor accesses more than one of our web properties or apps or uses more than one device or browser, each of those unique property/browser/app/device combinations counts toward the number of UVs. Traffic is defined as the number of visits 17 to Cars.com desktop and mobile properties (responsive sites and mobile apps). We measured UVs and Traffic via Adobe Analytics through the year ended December 31, 2023. As of January 1, 2024, we now measure UVs and Traffic via RudderStack, which we believe better aligns to our product and technology platform and provides improved visibility into our UVs and Traffic. Prior period UVs and Traffic information has not been recast, as it is impracticable to do so. These metrics do not include traffic to Dealer Inspire or D2C Media websites. UVs declined 6% and 3% year-over-year for the three and nine months ended September 30, 2024, respectively, primarily due to normalizing demand from consumers given increased vehicle inventory levels, continued elevated prices and higher interest rates, as well as changes in marketing investment and mix across quarters and search engine algorithm updates earlier in the year. Additionally, UVs for the nine months ended September 30, 2023 benefited from Q1 2023 being our highest quarter ever for UVs. During each of the three and nine months ended September 30, 2024, Traffic increased 2% compared to September 30, 2023, primarily driven by the shift to RudderStack, higher repeat visitation and optimization of our user acquisition strategy, partially offset by marketing investment and mix across quarters. Dealer Customers . Dealer Customers represent dealerships using our products as of the end of each reporting period. Each physical or virtual dealership location is counted separately, whether it is a single-location proprietorship or part of a large, consolidated dealer group. Multi-franchise dealerships at a single location are counted as one dealer. Beginning December 31, 2023, this key operating metric includes D2C Media. Dealer Customers increased 3% from September 30, 2023, primarily due to the inclusion of 950 D2C Media customers as of December 31, 2023, partially offset by the anticipated churn from our 2023 marketplace repackaging initiative. Dealer Customers decreased slightly by 1% from June 30, 2024, primarily due to a decrease in marketplace Dealer Customers. Monthly Average Revenue Per Dealer ("ARPD"). We believe that our ability to grow ARPD is an indicator of the value proposition of our platform. We define ARPD as Dealer revenue, excluding digital advertising services, during the period divided by the monthly average number of Dealer Customers during the same period. Beginning December 31, 2023, this key operating metric includes D2C Media. For the three months ended September 30, 2024, ARPD decreased 3% compared to the three months ended September 30, 2023, primarily due to the inclusion of D2C Media customers, who have a lower ARPD. For the three months ended September 30, 2024, ARPD remained flat compared to the three months ended June 30, 2024. Factors Affecting Our Performance. Our business is impacted by changes in the larger automotive ecosystem, including supply and demand for new and used vehicle inventory, global supply chain and information systems disruptions, semiconductor and raw material shortages, vehicle acquisition cost, vehicle retail prices, electric vehicle adoption, employee retention and changes related to automotive advertising, among other macroeconomic factors including inflationary pressures and prevailing interest rates. Changes in vehicle sales volumes in the United States and Canada also influence OEMs’ and dealerships’ willingness to increase investments in technology solutions and automotive marketplaces like Cars.com and could impact our pricing strategies and/or revenue mix. Our long-term success will depend in part on our ability to continue to execute our platform strategy including continuing to create the most engaged in-market audience, growing our dealer customers, expanding our relationship with dealers through greater adoption of our platform, unlocking the cross-sell, transforming our OEM relationships and creating platform advantages. We believe our core strategic strengths, including our powerful family of brands, growing high-quality audience and suite of digital solutions for advertisers, including machine learning model artificial intelligence, will assist us as we navigate a rapidly changing automotive environment. Additionally, we are focused on equipping our customers with digital solutions to enable them to compete in an environment in which an increasing number of car-buying customers are shopping online. These solutions include online chat, vehicle financing, appraisal and valuation, instant guaranteed offer capabilities and logistics technology. The foundation of our continued success is the value we deliver to customers, and we believe that our large audience of in-market car shoppers and innovative solutions deliver significant value to our customers. 18 Results of Operations Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023 Three Months Ended September 30, (In thousands, except percentages) 2024 2023 $ Change % Change Revenue: Dealer $ 159,513 $ 157,116 $ 2,397 2 % OEM and National 17,014 14,549 2,465 17 % Other 3,124 2,668 456 17 % Total revenue 179,651 174,333 5,318 3 % Operating expenses: Cost of revenue and operations 31,610 31,077 533 2 % Product and technology 29,223 25,297 3,926 16 % Marketing and sales 58,288 60,186 (1,898 ) (3 )% General and administrative 21,511 17,785 3,726 21 % Depreciation and amortization 27,563 25,670 1,893 7 % Total operating expenses 168,195 160,015 8,180 5 % Operating income 11,456 14,318 (2,862 ) (20 )% Nonoperating expense: Interest expense, net (8,028 ) (7,777 ) (251 ) 3 % Other income (expense), net 21,111 (3,902 ) 25,013 ***% Total nonoperating income (expense), net 13,083 (11,679 ) 24,762 ***% Income before income taxes 24,539 2,639 21,900 ***% Income tax expense (benefit) 5,820 (1,852 ) 7,672 ***% Net income $ 18,719 $ 4,491 $ 14,228 ***% *** Not meaningful Dealer revenue. Dealer revenue is typically subscription-oriented and consists of marketplace, digital experience, including website solutions and AccuTrade, and media products sold to dealer customers. Dealer revenue is our largest revenue stream, representing 89% and 90% of total revenue for the three months ended September 30, 2024 and 2023, respectively. Dealer revenue increased $2.4 million or 2%, primarily driven by the incremental revenue related to the addition of the D2C Media business and growth in digital experience revenue, partially offset by a decrease in marketplace revenue, which we believe is driven by macroeconomic trends impacting dealer customer profitability. OEM and National revenue. OEM and National revenue largely consists of Cars Commerce Media Network products, including display advertising and other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses, including insurance companies. OEM and National revenue represented 9% and 8% of total revenue for the three months ended September 30, 2024 and 2023, respectively. OEM and National revenue increased $2.5 million or 17%, driven by OEM spending to raise consumer awareness, as on-the lot inventory continues to increase. Other revenue. Other revenue primarily consists of revenue related to vehicle listing data sold to third parties and pay per lead products. Other revenue represented 2% of total revenue for each of the three months ended September 30, 2024 and 2023. Other revenue increased $0.5 million or 17%, primarily driven by the incremental revenue related to the addition of the D2C Media business. Cost of revenue and operations . Cost of revenue and operations expense primarily consists of costs related to processing dealer vehicle inventory, product fulfillment, pay per lead products and compensation costs for the product fulfillment and customer service teams. Cost of revenue and operations expense represented 18% of total revenue for each of the three months ended September 30, 2024 and 2023. Cost of revenue and operations increased $0.5 million or 2%, primarily due to incremental costs related to the addition of the D2C Media business and higher third-party costs to support increases in revenue. Product and technology. The product team creates and manages consumer and customer-facing innovation and consumer and customer experience. The technology team develops and supports our products, websites and mobile apps. Product and technology expense includes compensation costs, consulting and contractor costs, hardware and software maintenance, software licenses and other infrastructure costs. Product and technology expense represented 16% and 15% of total revenue for the three months ended September 30, 2024 and 2023, respectively. Product and technology expense increased $3.9 million or 16%, primarily due to higher compensation, including stock-based compensation and third-party costs, including licenses. 19 Marketing and sales . Marketing and sales expense primarily consists of traffic and lead acquisition costs, performance and brand marketing, trade events, compensation costs and travel for the marketing, sales and sales support teams, as well as bad debt expense related to the allowance for doubtful accounts. Marketing and sales expense represented 32% and 35% of total revenue for the three months ended September 30, 2024 and 2023, respectively. Marketing and sales expense decreased $1.9 million or 3%, primarily due to changes in our marketing investment and mix. General and administrative . General and administrative expense primarily consists of compensation costs for certain of the executive, finance, legal, human resources, facilities and other administrative employees. In addition, general and administrative expense includes the cost of office space, legal, accounting and other professional services, transaction-related costs, severance, transformation and other exit costs and costs related to the write-off of assets. General and administrative expense represented 12% and 10% of total revenue for the three months ended September 30, 2024 and 2023, respectively. General and administrative expense increased $3.7 million or 21%, the majority of which is due to incremental costs related to the addition of the D2C Media business, including the compensation expense related to the D2C Media earnout. Additionally, the change is also impacted by higher compensation, including stock-based compensation. For information related to the D2C Media earnout, see Note 3 (Business Combinations) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Depreciation and amortization. Depreciation and amortization expense increased $1.9 million or 7%, primarily due to depreciation and amortization on additional assets acquired and the amortization of intangible assets related to the D2C Media Acquisition, partially offset by certain assets being fully depreciated and amortized as compared to the prior-year period. Interest expense, net . Interest expense, net was essentially flat compared to the prior year period. For information related to our debt, see Note 5 (Debt) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Other income (expense), net. Other income (expense), net changed primarily due to the change in the fair value of contingent consideration associated with the AccuTrade and CreditIQ acquisitions. For more information related to contingent consideration, see the Liquidity and Capital Resources section below and Note 4 (Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Income tax expense (benefit) . The effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the impact of state income taxes, net of federal income tax expense, partially offset by tax credits. 20 Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023 Nine Months Ended September 30, (In thousands, except percentages) 2024 2023 $ Change % Change Revenue: Dealer $ 481,171 $ 460,268 $ 20,903 5 % OEM and National 48,149 40,494 7,655 19 % Other 9,401 8,815 586 7 % Total revenue 538,721 509,577 29,144 6 % Operating expenses: Cost of revenue and operations 92,602 91,287 1,315 1 % Product and technology 84,891 74,354 10,537 14 % Marketing and sales 177,664 176,636 1,028 1 % General and administrative 67,348 53,738 13,610 25 % Depreciation and amortization 82,499 74,381 8,118 11 % Total operating expenses 505,004 470,396 34,608 7 % Operating income 33,717 39,181 (5,464 ) (14 )% Nonoperating expense: Interest expense, net (24,458 ) (24,171 ) (287 ) 1 % Other income, net 32,498 1,204 31,294 ***% Total nonoperating income (expense), net 8,040 (22,967 ) 31,007 ***% Income before income taxes 41,757 16,214 25,543 ***% Income tax expense (benefit) 10,873 (93,882 ) 104,755 ***% Net income $ 30,884 $ 110,096 $ (79,212 ) (72 )% *** Not meaningful Dealer revenue. Dealer revenue is our largest revenue stream, representing 89% and 90% of total revenue for the nine months ended September 30, 2024 and 2023, respectively. Dealer revenue increased $20.9 million or 5%, primarily driven by the incremental revenue related to the addition of the D2C Media business and growth in digital experience revenue, including our website creation and hosting. OEM and National revenue. OEM and National revenue represented 9% and 8% of total revenue for the nine months ended September 30, 2024 and 2023, respectively. OEM and National revenue increased $7.7 million or 19%, primarily due to increased OEM spending to raise consumer awareness, as on-the lot inventory continues to increase. Other revenue. Other revenue represented 2% of total revenue for each of the nine months ended September 30, 2024 and 2023. Other revenue increased $0.6 million or 7%, primarily due to the incremental revenue related to the addition of the D2C Media business, partially offset by the first quarter 2023 expiration of a license agreement entered into as part of the AccuTrade acquisition. Cost of revenue and operations . Cost of revenue and operations expense represented 17% and 18% of total revenue for the nine months ended September 30, 2024 and 2023, respectively. Cost of revenue and operations increased $1.3 million or 1%, but decreased as a percentage of revenue. The change is primarily due to the incremental costs related to the addition of the D2C Media business. Product and technology. Product and technology expense represented 16% and 15% of total revenue for the nine months ended September 30, 2024 and 2023, respectively. Product and technology expense increased $10.5 million or 14%, primarily due to higher compensation, including stock-based compensation and third-party costs, including licenses. Marketing and sales . Marketing and sales expense represented 33% and 35% of total revenue for the nine months ended September 30, 2024 and 2023, respectively. Marketing and sales expense increased $1.0 million or 1%, primarily due to incremental costs related to the addition of the D2C Media business, partially offset by changes in our marketing investment and mix. General and administrative . General and administrative expense represented 13% and 11% of total revenue for the nine months ended September 30, 2024 and 2023, respectively. General and administrative expense increased $13.6 million or 25%, the majority of which is due to incremental costs related to the addition of the D2C Media business, including the compensation expense related to the D2C Media earnout. Additionally, the change is impacted by higher compensation, including stock-based compensation. For information related to the D2C Media earnout, see Note 3 (Business Combinations) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. 21 Depreciation and amortization. Depreciation and amortization expense increased $8.1 million or 11%, primarily due to depreciation and amortization on additional assets acquired and the amortization of intangible assets related to the D2C Media Acquisition, partially offset by certain assets being fully depreciated and amortized as compared to the prior-year period. Interest expense, net . Interest expense, net was essentially flat compared to the prior year period. For information related to our debt, see Note 5 (Debt) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Other income, net. Other income, net changed primarily due to the change in the fair value of contingent consideration associated with the AccuTrade and CreditIQ acquisitions. For more information related to contingent consideration, see the Liquidity and Capital Resources section below and Note 4 (Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Income tax expense (benefit) . The effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the impact of state income taxes, net of federal income tax expense, nondeductible executive compensation and nondeductible transaction expenses, partially offset by tax credits and the tax benefits realized on stock-based compensation. The prior period income tax benefit was primarily due to the release of a significant portion of our valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 10 (Income Taxes) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. 22 Liquidity and Capital Resources Overview. Our primary sources of liquidity are cash flows from operations, available cash reserves and borrowing capacity available under our credit facility. Our positive operating cash flow, along with our Revolving Loan, provide adequate liquidity to meet our business needs for the next 12 months and beyond, including those for investments, debt service, share repurchases, contingent consideration payments and strategic acquisitions. However, our ability to maintain adequate liquidity in the future is dependent upon a number of factors, including our revenue, our ability to contain costs, including capital expenditures, and to collect accounts receivable and various other macroeconomic factors, many of which are beyond our direct control. We may also seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. If we need to access the capital markets, there can be no assurance that financing may be available on attractive terms, if at all. As of September 30, 2024, Cash and cash equivalents were $49.6 million and including our undrawn Revolving Loan, our total liquidity was $329.6 million. Indebtedness. As of September 30, 2024, the outstanding aggregate principal amount of our indebtedness was $470.0 million, at an average interest rate of 6.4%, including $400.0 million of outstanding aggregate principal under the 6.375% Senior Unsecured Notes due in 2028 and $70.0 million of outstanding principal under the Revolving Loan which had an interest rate of 6.8%. During the nine months ended September 30, 2024, we made $10.0 million in mandatory Term Loan payments and repaid $10.0 million on our Revolving Loan. In connection with the Fifth Amendment, we borrowed $80.0 million under the new Revolving Loan to repay the outstanding $45.0 million in aggregate principal amount of existing Term Loan and $35.0 million aggregate principal amount of existing Revolving Loan balances. As of September 30, 2024, $280.0 million was available to borrow under the Revolving Loan. Our borrowings are limited by our Senior Secured Net Leverage Ratio and Consolidated Interest Coverage Ratio, in addition to other factors. Calculated in accordance with our Credit Agreement, these ratios were 0.1x and 6.4x, respectively, as of September 30, 2024. For further information, see Note 5 (Debt) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Share Repurchase Program . In February 2022, our Board of Directors authorized a three-year share repurchase program to acquire up to $200.0 million of our common stock. The repurchase program may be suspended or discontinued at any time and does not obligate us to repurchase any specific amount or number of shares. We may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements, and subject to our blackout periods. We intend to fund the share repurchase program principally with cash from operations. During the nine months ended September 30, 2024, we repurchased and subsequently retired 2.0 million shares for $35.7 million at an average price paid per share of $17.85. Contingent Consideration and Earnout. The fair value as of September 30, 2024 for the contingent consideration related to the CreditIQ and AccuTrade acquisitions was $0.5 million. Within the next twelve months, we expect to pay $11.6 million of potential contingent consideration and D2C Media earnout discussed below. During the nine months ended September 30, 2024, we paid $30.4 million related to contingent consideration and earnout, which reduced the corresponding liability. The contingent consideration and earnout consists of the following: • The contingent consideration associated with the CreditIQ acquisition is based on two achievement objectives, including an earnings-related metric and lender market share. The actual amount to be paid will be based on the future performance of the acquired business to be attained over a three-year performance period through December 2024. • The contingent consideration associated with the AccuTrade acquisition is based on achievement of an earnings-related metric. For the AccuTrade contingent consideration, we have the option to pay consideration in cash or certain amounts in stock, which may result in a variable number of shares being issued in accordance with a calculation based on future share prices. The actual amount to be paid will be based on the future performance of the acquired business to be attained over a three-year performance period through February 2025. • As part of the D2C Media Acquisition, we may be required to pay additional cash consideration to certain former owners who are now employees of Cars Commerce based on the achievement of a revenue performance metric. The amount to be paid will be determined by the acquired business’ future achievement of certain revenue-related financial targets through December 31, 2025 and expensed over each performance period. We may expense up to CAD$15.0 million (approximately USD$11.1 million as of September 30, 2024) associated with the remaining portion of the earnout for each of the years ending December 31, 2024 and 2025. 23 For information related to the contingent consideration and earnout, see Note 3 (Business Combinations) and Note 4 (Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q and Note 3 (Business Combinations) in Part II, Item 8., "Financial Statements and Supplementary Data", of our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024. Cash Flows. Details of our cash flows are as follows (in thousands): Nine Months Ended September 30, 2024 2023 Change Net cash provided by (used in): Operating activities $ 122,517 $ 91,580 $ 30,937 Investing activities (19,034 ) (15,575 ) (3,459 ) Financing activities (93,055 ) (58,635 ) (34,420 ) Effect of exchange rate changes on Cash and cash equivalents (53 ) — (53 ) Net change in Cash and cash equivalents $ 10,375 $ 17,370 $ (6,995 ) Operating Activities. C ash provided by operating activities for the nine months ended September 30, 2024 increased due to changes in working capital and Net income after non-cash adjustments compared to the nine months ended September 30, 2023. Investing Activities. The increase in cash used in investing activities was primarily due to increases in capitalization of internally developed software and purchases of property and equipment. Financing Activities. During the nine months ended September 30, 2024, cash used in financing activities was primarily related to repurchases of common stock, payments of contingent consideration, debt repayments and tax payments made in connection with the vesting of certain equity awards. During the nine months ended September 30, 2023, cash used in financing activities was primarily related to debt repayments, repurchases of common stock and tax payments made in connection with the vesting of certain equity awards. For information related to our debt, repurchases of common stock and contingent consideration, see Note 4 (Fair Value Measurements), Note 5 (Debt) and Note 7 (Stockholders' Equity) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Commitments and Contingencies. For information related to commitments and contingencies, see Note 6 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Off-Balance Sheet Arrangements. We do not have any material off-balance sheet arrangements. Critical Accounting Policies. For information related to critical accounting policies, see "Critical Accounting Policies and Estimates" in Part II, Item 7., "Management’s Discussion and Analysis of Financial Condition and Results of Operations", of our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024 and see Note 1 (Description of Business and Summary of Significant Accounting Policies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. During the nine months ended September 30, 2024, there have been no changes to our critical accounting policies. Recently Issued Accounting Standards Not Yet Adopted . In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires companies to provide more detailed and organized disclosures of their expenses in their income statements. The standard requires breaking down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization. This amendment is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, on a prospective basis and early adoption and retrospective application is permitted. We are currently evaluating this new guidance and its impact on our Consolidated Financial Statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates. The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold. This amendment is effective for fiscal years beginning after December 15, 2024, on a prospective basis and early adoption and retrospective application are permitted. We are currently evaluating this new guidance and its impact on our Consolidated Financial Statements and related disclosures. 24 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss. This amendment is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We are currently evaluating this new guidance and its impact on our Consolidated Financial Statements and related disclosures. 25 Item 3. Quantitative and Qualitat ive Disclosures about Market Risk For quantitative and qualitative disclosures about market risk, see "Quantitative and Qualitative Disclosures About Market Risk," in Part II, Item 7A. of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 22, 2024. Our exposures to market risk have not changed materially since December 31, 2023. Item 4. Control s and Procedures Disclosure Controls and Procedures. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Changes in Internal Control Over Financial Reporting. During the period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). 26 PART II—OTHER INFORMATION Item 1. Lega l Proceedings For information relating to legal proceedings, see Note 6 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q. Item 1A. Ri sk Factors Our business and the ownership of our common stock are subject to a number of risks and uncertainties which could materially affect our business, financial condition, results of operations and future results, including those described in Part I, Item 1A., "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 22, 2024. There have been no material changes from the risk factors described in our Annual Report on Form 10-K. Item 2. Unregistered Sales of Eq uity Securities and Use of Proceeds Sales of Unregistered Securities by Issuer None. Purchases of Equity Securities by Issuer Our stock repurchase activity for the three months ended September 30, 2024 is as follows: Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (3) July 1 through July 31, 2024 155,183 $ 19.32 155,183 $ 102,290 August 1 through August 31, 2024 552,387 17.69 552,387 92,520 September 1 through September 30, 2024 485,860 17.46 485,860 84,038 1,193,430 1,193,430 (1) The total number of shares purchased and subsequently retired and the average price paid per share reflects shares purchased pursuant to the share repurchase program. Our stock repurchases may occur through open market purchases or pursuant to a Rule 10b5-1 trading plan. (2) In February 2022, the Company's Board of Directors authorized a three-year share repurchase program to acquire up to $200 million of the Company's common stock. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws and other applicable legal requirements, and subject to the Company's blackout periods. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors including price. The repurchase program may be suspended or discontinued at any time and does not obligate the Company to repurchase any dollar amount or particular amount of shares. (3) The amounts presented represent the remaining Board of Directors’ authorized value to be spent after each month's repurchases. Ite m 3. Defaults Upon Senior Securities None. It em 4. Mine Safety Disclosures Not applicable. Item 5. Other Information Insider Adoption or Termination of Trading Arrangements None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K. 27 Item 6. E xhibits Exhibit Index Exhibit Number Description 3.1** Amended and Restated Certificate of Incorporation of Cars.com Inc. (incorporated by reference to Exhibit 3.1 of Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869). 3.2** 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). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith. ** Previously filed. 28 SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cars.com Inc. Date: November 7, 2024 By: /s/ T. Alex Vetter T. Alex Vetter Chief Executive Officer Date: November 7, 2024 By: /s/ Sonia Jain Sonia Jain Chief Financial Officer 29