1 unchanged sentence
Management’s Evaluation of Disclosure Controls and Procedures
−Removed: 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 Annual Report on Form 10-K.
+Added: 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 Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this Annual Report on Form 10-K.
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.
43 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this item will be included in the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2024 in connection with the 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable New York Stock Exchange listing requirements.
A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
+Added: The other information required by this item will be included in the Company’s definitive proxy statement, to be filed with the U.S.
+Added: Securities and Exchange Commission ("SEC") within 120 days after the end of the Company's fiscal year ended December 31, 2025 in connection with the 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
Executive Compensation.
5 unchanged sentences
Principal Accounting Fees and Services.
−Removed: Information about aggregate fees billed to us by our principal accountant, Ernst & Young LLP (PCAOB ID No.
+Added: Information about aggregate fees billed to the Company by its principal accountant, Ernst & Young LLP (PCAOB ID No.
42 ) will be included under the caption "Independent Auditor Fees" in the definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2025 in connection with the 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
30 unchanged sentences
Fifth Amendment to Credit Agreement dated as of May 6, 2024 among Cars.com Inc., each lender from time to time party thereto, the other parties thereto and JPMorgan Chase Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 10-Q filed on May 9, 2024, File No.
−Removed: Cars.com Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 of Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No.
Cars.com Inc.
+Added: Omnibus Incentive Compensation Plan (Amended and Restated Effective June 4, 2025) (incorporated by reference to Exhibit 99.1 of Cars.com Inc.’s Form S-8 filed on June 4, 2025, File No.
+Added: Cars.com Inc.
Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 to Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No.
41 unchanged sentences
Employment Offer Letter, dated September 7, 2022 between Cars.com LLC and Sonia Jain (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on October 4, 2022, File No.
+Added: 10.26**^
+Added: Amended and Restated Cars.com Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 of Cars.com Inc.’s Form S-8 filed on June 4, 2025, File No.
+Added: 10.27**^
+Added: Letter Agreement, dated as of December 14, 2025, between Cars.com, LLC and Tobias Hartmann (incorporated herein by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on December 18, 2025, File No.
+Added: 10.28**^
Cars.com Inc.
+Added: 2025 Inducement Equity Plan (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s Form 8-K filed on December 18, 2025, File No.
+Added: Cars.com Inc.
Insider Trading Policy
19 unchanged sentences
February 26, 2026
+Added: /s/ Tobias Hartmann
+Added: Tobias Hartmann
Chief Executive Officer
3 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
+Added: /s/ Tobias Hartmann
Director, Chief Executive Officer
February 26, 2026
+Added: Tobias Hartmann
(Principal Executive Officer)
30 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.