Form 8-K

8-K — Cars.com Inc.

Accession: 0001193125-26-409040

Filed: 2026-09-30

Period: 2026-09-24

CIK: 0001683606

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cars-20260924.htm (Primary)

EX-10.1 (cars-ex10_1.htm)

EX-99.1 (cars-ex99_1.htm)

GRAPHIC (img259314853_0.jpg)

GRAPHIC (img259314853_1.jpg)

GRAPHIC (img259314853_2.jpg)

GRAPHIC (img259314853_3.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cars-20260924.htm · Sequence: 1

8-K

false000168360600016836062026-09-242026-09-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2026

Cars.com Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37869

81-3693660

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

300 S. Riverside Plaza

Suite 1100

Chicago, Illinois

60606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 312 601-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

CARS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Sonia Jain as Chief Financial Officer

Cars.com Inc. (the "Company") is reporting that, as of September 24, 2026, Sonia Jain, the Company's Chief Financial Officer, will cease to serve as Chief Financial Officer effective November 6, 2026, and in order to ensure an orderly transition, will continue to be employed as an Executive Advisor of the Company until March 31, 2027 (the "Transition Period"). During the Transition Period, Ms. Jain will receive $250,000 and remain eligible for customary employee benefits. Following the Transition Period, Ms. Jain will be entitled to severance benefits under the terms of the Company's Executive Severance Plan.

Appointment of Trent Ziegler as Chief Financial Officer

The Company is also reporting the appointment of Trent Ziegler as Chief Financial Officer-Designate, effective October 19, 2026. Mr. Ziegler will become Chief Financial Officer effective November 6, 2026, and will report to Tobias Hartmann, the Company's Chief Executive Officer. Prior to joining the Company, Mr. Ziegler, age 43, served as Chief Financial Officer of FairSquare, Inc. a leader in innovative lending solutions for U.S. small businesses from August 2024 to September 2026. Prior to his role at FairSquare, he served as Chief Financial Officer of LendingTree, Inc. an online lending marketplace.

In connection with Mr. Ziegler’s employment with the Company, he will receive (i) an annual base salary of $475,000, (ii) an annual bonus target of 80% of his annual base salary, pro-rated for 2026, (iii) new-hire grants under the Company’s Inducement Equity Plan of restricted stock units (RSUs) with a target value of $3,500,000, vesting in equal annual installments on the first three anniversaries of the grant date, (iv) a one-time signing bonus in the amount of $275,000, and (v) will be eligible to participate in the Company’s other compensation and benefits programs for executives including participation in the Company’s executive severance programs.

The foregoing is a summary description of the terms and conditions of the Offer Letter and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

There are no family relationships between any of the Company’s directors or officers and Ziegler that are required to be disclosed under Item 401(d) of Regulation S-K. There are no other arrangements or understandings between Mr. Ziegler and any other person pursuant to which Mr. Ziegler was appointed as an officer. Mr. Ziegler has not entered into any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On September 30, 2026, the Company issued a press release announcing the management changes described in Item 5.02 of this report. A copy of the press release covering such announcement is attached as Exhibit 99.1 to this report and is incorporated by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit

No. Description

10.1

Offer Letter dated September 24, 2026, between Cars.Com LLC and Trent Ziegler

99.1

Press release of Cars.com Inc. dated September 30, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

Cars.com Inc.

Date:

September 30, 2026

By:

/s/ Angelique Strong Marks

Angelique Strong Marks

Chief Legal Officer & Corporate Secretary

EX-10.1

Filename: cars-ex10_1.htm · Sequence: 2

EX-10.1

Exhibit 10.1

EX-99.1

Filename: cars-ex99_1.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Cars.com Announces Chief Financial Officer Transition

CHICAGO, September 30, 2026 – Cars.com Inc. (NYSE: CARS), a leading marketplace for automotive sales, today announced that Trent Ziegler has been appointed the company’s next Chief Financial Officer-Designate, effective October 19, 2026. He will formally assume the role of CFO, succeeding Sonia Jain, on November 6, 2026. In order to ensure an orderly transition, Jain will serve as an Executive Advisor to the company through March 31, 2027.

Ziegler joins Cars.com from FairSquare, a fintech holding company, where he served as CFO. Before that, he spent more than a decade at LendingTree, an online lending marketplace, including three years as CFO and seven years leading Investor Relations and Treasury. During that time, he helped the company deliver meaningful improvements in profitability, optimized cost structure, and successfully executed complex financing initiatives and growth-oriented acquisitions. Ziegler has extensive experience in financial planning and analysis, with a strong track record of translating financial insights into disciplined decision-making and business performance. He began his career at Ally Financial Inc.

“We are excited to welcome Trent as Cars.com’s next CFO,” said Tobi Hartmann, Chief Executive Officer of Cars.com. “Trent brings deep marketplace experience and a strong combination of strategic perspective, financial discipline and operational execution. He will help us strengthen performance and create value for our shoppers, customers and shareholders.”

“Cars.com has strong fundamentals and real opportunity ahead,” said Ziegler. “I’m looking forward to working with the team to further scale the business, drive disciplined capital allocation, and deliver shareholder value.”

"We want to thank Sonia for her partnership and contributions to Cars.com,” Hartmann continued. “She has helped guide the company's post-spin off evolution by advancing financial infrastructure and systems, implementing value-based pricing, and strengthening the balance sheet. We are well positioned to build on that progress, and we wish her well.”

About Cars.com

Cars.com (NYSE: CARS) is a leading marketplace for automotive sales. For over 25 years, we've combined the most reviews in the industry, straight answers, and tools that cut through the noise to help shoppers make confident car decisions. Our scaled marketplace paired with interconnected technology, data, and media gives dealers and OEMs everything they need to sell more cars. Learn more at Cars.com.

###

Contacts:

Media Relations:

Christine Spinelli

VP, Communications

cspinelli@cars.com

Investor Relations:

Katherine Chen

VP, Investor Relations

kchen@cars.com

GRAPHIC

Filename: img259314853_0.jpg · Sequence: 4

Binary file (1565010 bytes)

Download img259314853_0.jpg

GRAPHIC

Filename: img259314853_1.jpg · Sequence: 5

Binary file (1953942 bytes)

Download img259314853_1.jpg

GRAPHIC

Filename: img259314853_2.jpg · Sequence: 6

Binary file (710936 bytes)

Download img259314853_2.jpg

GRAPHIC

Filename: img259314853_3.jpg · Sequence: 7

Binary file (129358 bytes)

Download img259314853_3.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.3

Document And Entity Information

Sep. 24, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 24, 2026

Entity Registrant Name

Cars.com Inc.

Entity Central Index Key

0001683606

Entity Emerging Growth Company

false

Entity File Number

001-37869

Entity Incorporation, State or Country Code

Entity Tax Identification Number

81-3693660

Entity Address, Address Line One

300 S. Riverside Plaza

Entity Address, Address Line Two

Suite 1100

Entity Address, City or Town

Chicago

Entity Address, State or Province

Entity Address, Postal Zip Code

60606

City Area Code

312

Local Phone Number

601-5000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

CARS

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration