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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, 2025

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 1100

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 30, 2025, the registrant had 59,813,268 sha res 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 | 16
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24
Item 4. | Controls and Procedures | 24
PART II. | OTHER INFORMATION | 25
Item 1. | Legal Proceedings | 25
Item 1A. | Risk Factors | 25
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25
Item 3. | Defaults Upon Senior Securities | 26
Item 4. | Mine Safety Disclosures | 26
Item 5. | Other Information | 26
Item 6. | Exhibits | 27
Signatures | 28

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, 2025 |  |  | December 31, 2024 |
| (unaudited) |  |  |  |
Assets: |  |  |  |  |
Current assets: |  |  |  |  |
Cash and cash equivalents | $ | 55,072 |  |  | $ | 50,673 |
Accounts receivable, net |  | 128,825 |  |  |  | 133,741 |
Prepaid expenses |  | 15,483 |  |  |  | 13,782 |
Other current assets |  | 12,972 |  |  |  | 16,134 |
Total current assets |  | 212,352 |  |  |  | 214,330 |
Property and equipment, net |  | 35,284 |  |  |  | 40,704 |
Goodwill |  | 166,603 |  |  |  | 143,279 |
Intangible assets, net |  | 537,174 |  |  |  | 585,690 |
Deferred tax assets |  | 94,280 |  |  |  | 100,530 |
Investments and other assets, net |  | 25,694 |  |  |  | 27,332 |
Total assets | $ | 1,071,387 |  |  | $ | 1,111,865 |
Liabilities and stockholders' equity: |  |  |  |  |
Current liabilities: |  |  |  |  |
Accounts payable | $ | 33,040 |  |  | $ | 33,498 |
Accrued compensation |  | 28,890 |  |  |  | 36,295 |
Other accrued liabilities |  | 54,889 |  |  |  | 47,092 |
Total current liabilities |  | 116,819 |  |  |  | 116,885 |
Noncurrent liabilities: |  |  |  |  |
Long-term debt, net |  | 451,206 |  |  |  | 455,288 |
Deferred tax liabilities |  | 6,658 |  |  |  | 6,773 |
Other noncurrent liabilities |  | 19,135 |  |  |  | 21,434 |
Total noncurrent liabilities |  | 476,999 |  |  |  | 483,495 |
Total liabilities |  | 593,818 |  |  |  | 600,380 |
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, 2025 and December 31, 2024, respectively |  | — |  |  |  | — |
Common Stock at par, $0.01 par value; 300,000 shares authorized; 60,360 and 64,391 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively |  | 604 |  |  |  | 643 |
Additional paid-in capital |  | 1,426,829 |  |  |  | 1,473,986 |
Accumulated deficit |  | (948,892 | ) |  |  | (961,546 | )
Accumulated other comprehensive loss |  | (972 | ) |  |  | (1,598 | )
Total stockholders' equity |  | 477,569 |  |  |  | 511,485 |
Total liabilities and stockholders' equity | $ | 1,071,387 |  |  | $ | 1,111,865 |

The accompanying notes are an integral part of the Consolidated Financial Statements.

2

Cars.com Inc.

Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

| Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
| 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue: |  |  |  |  |  |  |  |  |  |  |
Dealer | $ | 162,009 |  |  | $ | 159,513 |  |  | $ | 479,630 |  |  | $ | 481,171 |
OEM and National |  | 16,180 |  |  |  | 17,014 |  |  |  | 49,096 |  |  |  | 48,149 |
Other |  | 3,384 |  |  |  | 3,124 |  |  |  | 10,610 |  |  |  | 9,401 |
Total revenue |  | 181,573 |  |  |  | 179,651 |  |  |  | 539,336 |  |  |  | 538,721 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of revenue and operations |  | 30,063 |  |  |  | 31,610 |  |  |  | 91,549 |  |  |  | 92,602 |
Product and technology |  | 27,580 |  |  |  | 29,223 |  |  |  | 84,692 |  |  |  | 84,891 |
Marketing and sales |  | 59,336 |  |  |  | 58,288 |  |  |  | 177,318 |  |  |  | 177,664 |
General and administrative |  | 24,325 |  |  |  | 21,511 |  |  |  | 71,890 |  |  |  | 67,348 |
Depreciation and amortization |  | 23,464 |  |  |  | 27,563 |  |  |  | 75,376 |  |  |  | 82,499 |
Total operating expenses |  | 164,768 |  |  |  | 168,195 |  |  |  | 500,825 |  |  |  | 505,004 |
Operating income |  | 16,805 |  |  |  | 11,456 |  |  |  | 38,511 |  |  |  | 33,717 |
Nonoperating expenses: |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  | (7,631 | ) |  |  | (8,028 | ) |  |  | (22,943 | ) |  |  | (24,458 | )
Other income, net |  | 1,528 |  |  |  | 21,111 |  |  |  | 3,869 |  |  |  | 32,498 |
Total nonoperating (expense) income, net |  | (6,103 | ) |  |  | 13,083 |  |  |  | (19,074 | ) |  |  | 8,040 |
Income before income taxes |  | 10,702 |  |  |  | 24,539 |  |  |  | 19,437 |  |  |  | 41,757 |
Income tax expense |  | 3,044 |  |  |  | 5,820 |  |  |  | 6,783 |  |  |  | 10,873 |
Net income | $ | 7,658 |  |  | $ | 18,719 |  |  | $ | 12,654 |  |  | $ | 30,884 |
Weighted-average common shares outstanding: |  |  |  |  |  |  |  |  |  |  |
Basic |  | 61,708 |  |  |  | 66,107 |  |  |  | 63,133 |  |  |  | 66,319 |
Diluted |  | 63,070 |  |  |  | 67,666 |  |  |  | 63,844 |  |  |  | 67,590 |
Earnings per share: |  |  |  |  |  |  |  |  |  |  |
Basic | $ | 0.12 |  |  | $ | 0.28 |  |  | $ | 0.20 |  |  | $ | 0.47 |
Diluted |  | 0.12 |  |  |  | 0.28 |  |  |  | 0.20 |  |  |  | 0.46 |

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, |
| 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net income | $ | 7,658 |  |  | $ | 18,719 |  |  | $ | 12,654 |  |  | $ | 30,884 |
Other comprehensive (loss) income, net of tax: |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments |  | (711 | ) |  |  | 350 |  |  |  | 626 |  |  |  | (726 | )
Total other comprehensive (loss) income, net of tax |  | (711 | ) |  |  | 350 |  |  |  | 626 |  |  |  | (726 | )
Comprehensive income | $ | 6,947 |  |  | $ | 19,069 |  |  | $ | 13,280 |  |  | $ | 30,158 |

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 |  |  | Loss |  |  | Equity |
Balance at December 31, 2024 |  | — |  |  | $ | — |  |  |  | 64,391 |  |  | $ | 643 |  |  | $ | 1,473,986 |  |  | $ | (961,546 | ) |  | $ | (1,598 | ) |  | $ | 511,485 |
Net loss |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,013 | ) |  |  | — |  |  |  | (2,013 | )
Other comprehensive loss, net of tax |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (456 | ) |  |  | (456 | )
Repurchases of common stock |  | — |  |  |  | — |  |  |  | (1,555 | ) |  |  | (15 | ) |  |  | (21,623 | ) |  |  | — |  |  |  | — |  |  |  | (21,638 | )
Shares issued in connection with stock-based compensation plans, net |  | — |  |  |  | — |  |  |  | 874 |  |  |  | 9 |  |  |  | (5,858 | ) |  |  | — |  |  |  | — |  |  |  | (5,849 | )
Stock-based compensation |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8,386 |  |  |  | — |  |  |  | — |  |  |  | 8,386 |
Balance at March 31, 2025 |  | — |  |  |  | — |  |  |  | 63,710 |  |  |  | 637 |  |  |  | 1,454,891 |  |  |  | (963,559 | ) |  |  | (2,054 | ) |  |  | 489,915 |
Net income |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,009 |  |  |  | — |  |  |  | 7,009 |
Other comprehensive income, net of tax |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,793 |  |  |  | 1,793 |
Repurchases of common stock |  | — |  |  |  | — |  |  |  | (2,113 | ) |  |  | (21 | ) |  |  | (23,308 | ) |  |  | — |  |  |  | — |  |  |  | (23,329 | )
Shares issued in connection with stock-based compensation plans, net |  | — |  |  |  | — |  |  |  | 202 |  |  |  | 2 |  |  |  | 1,148 |  |  |  | — |  |  |  | — |  |  |  | 1,150 |
Stock-based compensation |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6,679 |  |  |  | — |  |  |  | — |  |  |  | 6,679 |
Balance at June 30, 2025 |  | — |  |  |  | — |  |  |  | 61,799 |  |  |  | 618 |  |  |  | 1,439,410 |  |  |  | (956,550 | ) |  |  | (261 | ) |  |  | 483,217 |
Net income |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,658 |  |  |  | — |  |  |  | 7,658 |
Other comprehensive loss, net of tax |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (711 | ) |  |  | (711 | )
Repurchases of common stock |  | — |  |  |  | — |  |  |  | (1,493 | ) |  |  | (15 | ) |  |  | (19,471 | ) |  |  | — |  |  |  | — |  |  |  | (19,486 | )
Shares issued in connection with stock-based compensation plans, net |  | — |  |  |  | — |  |  |  | 54 |  |  |  | 1 |  |  |  | (529 | ) |  |  | — |  |  |  | — |  |  |  | (528 | )
Stock-based compensation |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,419 |  |  |  | — |  |  |  | — |  |  |  | 7,419 |
Balance at September 30, 2025 |  | — |  |  | $ | — |  |  |  | 60,360 |  |  | $ | 604 |  |  | $ | 1,426,829 |  |  | $ | (948,892 | ) |  | $ | (972 | ) |  | $ | 477,569 |

| 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 |

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, |
| 2025 |  |  | 2024 |
Cash flows from operating activities: |  |  |  |  |
Net income | $ | 12,654 |  |  | $ | 30,884 |
Adjustments to reconcile Net income to Net cash provided by operating activities: |  |  |  |  |
Depreciation |  | 23,077 |  |  |  | 19,306 |
Amortization of intangible assets |  | 52,299 |  |  |  | 63,193 |
Stock-based compensation |  | 22,433 |  |  |  | 23,689 |
Deferred income taxes |  | 6,269 |  |  |  | 12,469 |
Provision for doubtful accounts |  | 1,501 |  |  |  | 2,634 |
Amortization of debt issuance costs |  | 1,430 |  |  |  | 1,769 |
Unrealized (gain) loss on foreign currency denominated transactions |  | (1,440 | ) |  |  | 965 |
Changes in fair value of contingent consideration |  | — |  |  |  | (33,473 | )
Other, net |  | 2,284 |  |  |  | 766 |
Changes in operating assets and liabilities, net of acquisitions: |  |  |  |  |
Accounts receivable |  | 4,057 |  |  |  | (2,574 | )
Prepaid expenses and other assets |  | (8,050 | ) |  |  | (12,705 | )
Accounts payable |  | (320 | ) |  |  | 9,947 |
Accrued compensation |  | (8,119 | ) |  |  | (2,067 | )
Other liabilities |  | 6,446 |  |  |  | 7,714 |
Net cash provided by operating activities |  | 114,521 |  |  |  | 122,517 |
Cash flows from investing activities: |  |  |  |  |
Payments for acquisitions, net of cash acquired |  | (24,769 | ) |  |  | (218 | )
Capitalization of internally developed technology |  | (16,131 | ) |  |  | (16,770 | )
Purchase of property and equipment |  | (3,901 | ) |  |  | (2,046 | )
Proceeds from sale of equity investment |  | 9,481 |  |  |  | — |
Net cash used in investing activities |  | (35,320 | ) |  |  | (19,034 | )
Cash flows from financing activities: |  |  |  |  |
Proceeds from Revolving Loan borrowings |  | 10,000 |  |  |  | — |
Payments of Revolving Loan borrowings and long-term debt |  | (15,000 | ) |  |  | (20,000 | )
Payments for stock-based compensation plans, net |  | (5,227 | ) |  |  | (8,065 | )
Repurchases of common stock |  | (64,339 | ) |  |  | (35,686 | )
Payments of contingent consideration |  | — |  |  |  | (27,435 | )
Payments of debt issuance costs and other fees |  | — |  |  |  | (1,869 | )
Net cash used in financing activities |  | (74,566 | ) |  |  | (93,055 | )
Effect of exchange rate changes on Cash and cash equivalents |  | (236 | ) |  |  | (53 | )
Net increase in Cash and cash equivalents |  | 4,399 |  |  |  | 10,375 |
Cash and cash equivalents at beginning of period |  | 50,673 |  |  |  | 39,198 |
Cash and cash equivalents at end of period | $ | 55,072 |  |  | $ | 49,573 |
Supplemental cash flow information: |  |  |  |  |
Cash paid for income taxes | $ | 2,223 |  |  | $ | 5,506 |
Cash paid for interest |  | 17,053 |  |  |  | 18,453 |

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 powered by data and machine learning that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around five industry-leading capabilities: the flagship automotive marketplace and dealer reputation site Cars.com, award-winning website and digital retail technology and marketing services from Dealer Inspire and D2C Media, essential trade-in and appraisal technology from AccuTrade, a reputation-based dealer-to-dealer wholesale auction from DealerClub 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, 2024, which are included in the Company's Annual Report on Form 10-K as filed with the SEC on February 27, 2025 (the "December 31, 2024 Consolidated 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, 2024 Consolidated 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, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.

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 best 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. These reclassifications were not material to the previously reported Consolidated Financial Statements.

Principles of Consolidation. The accompanying Consolidated Financial Statements include the accounts of Cars Commerce and its 100% owned subsidiaries, including DealerClub since the date of acquisition. All intercompany transactions and accounts have been eliminated in consolidation.

Recently Issued Accounting Standards Not Yet Adopted. In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by eliminating the stage-based model in current U.S. GAAP and clarifying when capitalization of software development costs are appropriate. The standard removes the concept of discrete development stages and introduces a principle-based framework centered on whether management has authorized and committed to funding the project, and whether it is probable that the project will be completed and the software will be used to perform its intended function. This amendment is effective for annual reporting periods beginning after December 15, 2027, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted and entities are permitted to apply the new guidance in a prospective, modified or retrospective approach. The Company is currently evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued 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 financial statement disclosures.

7

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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 will adopt the relevant presentation requirements in its financial statement disclosures contained in its Annual Report on Form 10-K for the year ending December 31, 2025.

NOTE 2. Revenue

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, |
| 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Dealer | $ | 162,009 |  |  | $ | 159,513 |  |  | $ | 479,630 |  |  | $ | 481,171 |
OEM and National |  | 16,180 |  |  |  | 17,014 |  |  |  | 49,096 |  |  |  | 48,149 |
Other |  | 3,384 |  |  |  | 3,124 |  |  |  | 10,610 |  |  |  | 9,401 |
Total revenue | $ | 181,573 |  |  | $ | 179,651 |  |  | $ | 539,336 |  |  | $ | 538,721 |

NOTE 3. Business Combinations

DealerClub Acquisition. In January 2025, the Company acquired all of the outstanding stock of DealerClub Inc. ("DealerClub"), an emerging dealer-to-dealer digital wholesale auction platform that facilitates transparent and efficient transactions between automotive dealers (the "DealerClub Acquisition"). The total purchase consideration was $25.3 million. The Company expensed as incurred total acquisition costs of $0.2 million during the nine months ended September 30, 2025. These costs were recorded in General and administrative expenses in the Consolidated Statements of Income.

As part of the DealerClub Acquisition, the Company may be required to pay additional performance-based consideration of up to $88.0 million, which may be paid in cash, or stock if mutually agreed upon. This potential performance-based consideration is not included in the total purchase consideration and will be deemed compensation expense. The amount to be paid will be determined by DealerClub's future achievement of certain revenue-related financial targets through December 31, 2028, and will be expensed over the relevant performance periods.

Preliminary Purchase Price Allocation. The preliminary 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 replacement cost method. The preliminary fair values of all assets acquired and liabilities assumed are subject to change within the one-year measurement period as the Company finalizes the valuation of the assets and liabilities of the acquired business. The preliminary DealerClub Acquisition purchase price allocation is as follows (in thousands):

| Preliminary Acquisition Date Fair Value |
Total purchase consideration | $ | 25,331 |
Cash and cash equivalents (1) | $ | 562 |
Other assets acquired (1)(2) |  | 961 |
Identified intangible assets (3) |  | 2,700 |
Total assets acquired |  | 4,223 |
Total liabilities assumed (4) |  | (872 | )
Net identifiable assets |  | 3,351 |
Goodwill |  | 21,980 |
Total purchase consideration | $ | 25,331 |

8

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

(1)
During the three months ended June 30, 2025, the Company recorded a $0.3 million purchase accounting adjustment.

(2)
Other assets acquired primarily consists of deferred income tax assets and other receivables.

(3)
Identified intangible assets consists of acquired software with an amortization period of five years.

(4)
Liabilities assumed primarily consists of other accrued liabilities.

A reconciliation of cash consideration to Payments for acquisitions, net of cash acquired related to the DealerClub Acquisition in the Consolidated Statements of Cash Flows is as follows (in thousands):

Cash consideration | $ | 25,331 |
Less: Cash acquired (1) |  | (562 | )
Total payment for DealerClub Acquisition, net | $ | 24,769 |

(1)
During the three months ended June 30, 2025, the Company recorded a $0.3 million purchase accounting adjustment.

Goodwill. In connection with the DealerClub Acquisition, the Company recorded goodwill in the amount o f $22.0 m illion, 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 DealerClub Acquisition would have had an immaterial impact on the Company’s Consolidated Financial Statements for the three and nine months ended September 30, 2024.

NOTE 4. RepairPal Equity Investment

During the fourth quarter of 2024, the Company sold its RepairPal equity investment, which included $9.5 million in closing proceeds. These proceeds were collected during the three months ended March 31, 2025 and are reflected in Proceeds from sale of equity investment in the Consolidated Statements of Cash Flows. For more information, see Note 2 (Significant Accounting Policies) in Part II, Item 8., "Financial Statements and Supplementary Data", of the Company's December 31, 2024 Consolidated Financial Statements.

NOTE 5. Debt

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. 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, 2025, $295.0 million was available to borrow under the Revolving Loan, and the Company had $55.0 million of outstanding borrowings. During the nine months ended September 30, 2025, the Company borrowed $10.0 million and made $15.0 million in cash payments on t he Revolving Loan.

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, 2025 and December 31, 2024 were as follows (in millions):

| September 30, 2025 |  |  | December 31, 2024 |
Fair value | $ | 452.0 |  |  | $ | 456.6 |
Carrying value |  | 455.0 |  |  |  | 460.0 |

9

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

Debt Covenants. At each quarter-end, the Company is subject to certain net leverage ratio and interest coverage ratio financial covenants under its Credit Agreement. As of September 30, 2025, the Company was in compliance with all such covenants.

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 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

On February 27, 2025, the Company announced that its Board of Directors had authorized a three-year share repurchase program to acquire up to $250.0 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.

| Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
(in thousands, except per share data) | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Aggregate purchase price | $ | 19,300 |  |  | $ | 21,251 |  |  | $ | 63,944 |  |  | $ | 35,686 |
Shares repurchased |  | 1,493 |  |  |  | 1,194 |  |  |  | 5,161 |  |  |  | 2,000 |
Average purchase price per share | $ | 12.93 |  |  | $ | 17.81 |  |  | $ | 12.39 |  |  | $ | 17.85 |

NOTE 8. Stock-Based Compensation

Omnibus Plan. In May 2017, the Company’s Board of Directors approved the Cars.com Inc. Omnibus Incentive Compensation Plan (the "Omnibus Plan"), which provides for the granting of new shares for stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other stock-based and cash-based awards. On June 4, 2025, the Company held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved amendments to the Omnibus Plan to increase the maximum number of shares of the Company's common stock, par value $0.01 per share, that may be issued under the plan by 4.0 million shares to a total of 22.0 million shares and extend the term of the Plan to June 4, 2035. See Exhibit 10.1 in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as filed with the SEC on August 7, 2025, for the Company's Amended and Restated Omnibus Incentive Compensation Plan.

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, 2025 is as follows (in thousands, except for weighted-average grant date fair value):

10

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

| Number of RSUs |  |  | Weighted-Average Grant Date Fair Value |
Outstanding as of December 31, 2024 |  | 3,637 |  |  | $ | 16.52 |
Granted |  | 2,830 |  |  |  | 11.62 |
Vested and delivered |  | (1,480 | ) |  |  | 16.17 |
Forfeited |  | (407 | ) |  |  | 14.90 |
Outstanding as of September 30, 2025 (1) |  | 4,580 |  |  | $ | 13.75 |

(1)
Includ es 441 RS Us 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 over a one-year to three-year performance period related primarily to certain revenue, adjusted earnings before interest, income taxes, depreciation and amortization, cumulative adjusted net income per share targets and total shareholder return. These PSUs are subject to cliff vesting after the end of the respective performance period. PSU activity for the nine months ended September 30, 2025 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, 2024 |  | 931 |  |  | $ | 16.37 |
Granted |  | 542 |  |  |  | 12.94 |
Vested and delivered (1) |  | (245 | ) |  |  | 14.78 |
Forfeited |  | (44 | ) |  |  | 16.94 |
Outstanding as of September 30, 2025 |  | 1,184 |  |  | $ | 15.10 |

(1)
The actual amount of shares that become common shares outstanding as of the date of vesting and delivery will vary based on the attainment percentage of the relevant performance conditions.

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 c alculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans, unless the inclusion of such shares would have an anti-dilutive impact. As part of the AccuTrade acquisition, the Company may have had to pay up to $15.0 million of the contingent consideration in shares of the Company's common stock at a future date. The performance period associated with this contingent consideration ended in February 2025, and given the contingency was not met, no shares were issued and have been excluded from the table below. As part of the DealerClub Acquisition, the Company may pay up to $88.0 million of the contingent consideration in shares of the Company's stock at a future date if mutually agreed upon. Those potential shares have been excluded from the computations below as they are contingently issuable shares, and the contingency to which the issuance relates was not met at the end of the reporting period. The computation of earnings per share is as follows (in thousands, except per share amounts):

| Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
| 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net income | $ | 7,658 |  |  | $ | 18,719 |  |  | $ | 12,654 |  |  | $ | 30,884 |
Basic weighted-average common shares outstanding |  | 61,708 |  |  |  | 66,107 |  |  |  | 63,133 |  |  |  | 66,319 |
Effect of dilutive stock-based compensation awards (1) |  | 1,362 |  |  |  | 1,559 |  |  |  | 711 |  |  |  | 1,271 |
Diluted weighted-average common shares outstanding |  | 63,070 |  |  |  | 67,666 |  |  |  | 63,844 |  |  |  | 67,590 |
Earnings per share, basic | $ | 0.12 |  |  | $ | 0.28 |  |  | $ | 0.20 |  |  | $ | 0.47 |
Earnings per share, diluted |  | 0.12 |  |  |  | 0.28 |  |  |  | 0.20 |  |  |  | 0.46 |

(1)
There we r e 1,124 and 28 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended September 30, 2025 and 2024, respectively, and 1,548 a nd 34 potential common shares excluded from diluted weighted-average common

11

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

shares outstanding for the nine months ended September 30, 2025 and 2024, respectively, as their inclusion would have had an anti-dilutive effect.

NOTE 10. Income Taxes

Effective Tax Rate. The effective income tax rate for the nine months ended September 30, 2025, expressed by calculating the Income tax expense as a percentage of Income before income taxes, differed from the statutory federal income tax rate of 21% primarily due to the tax expense on stock-based compensation and nondeductible items.

NOTE 11. Segment Information

Operating segments are components of an entity for which separate financial information is available and evaluated regularly by the chief operating decision maker (the "CODM") in deciding how to allocate resources and in assessing performance. The Company has determined that it has a single operating and reportable segment. The Company’s CODM is the Cars Commerce Chief Executive Officer. The CODM makes resource allocation decisions to maximize the Company's consolidated financial results. Significant expenses reviewed by the CODM are primarily limited to those that are presented in the Consolidated Statements of Income. The significant expense categories disclosed in the December 31, 2024 Consolidated Financial Statements, except for those also presented in the Consolidated Statements of Income, are no longer regularly provided to or utilized by the CODM. Asset information is not provided to the CODM.

NOTE 12. Subsequent Event

On October 14, 2025, the Company entered into a Security Agreement with an automotive technology solutions provider that is developing a new customer relationship management platform. As part of this agreement, the Company invested in an $8.0 million secured convertible note, which has a five-year maturity, accrues interest at 4.1% per annum and, upon conversion, contains options to purchase the remaining outstanding equity of the provider at the Company's option.

12

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 place undue reliance 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, including the impact on automobile prices from tariffs.
•
Market acceptance of and influence over certain of our products and services is concentrated with a limited number of automobile OEMs, dealership associations and major dealership groups and we may not be able to maintain or grow these relationships.
•
Dealer closures or consolidation among dealers, major dealership groups 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, new technologies such as artificial intelligence and mobile application stores to drive traffic to the Cars Commerce sites and increase downloads of our mobile applications. If our websites 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 Commerce sites and mobile applications.
•
Certain of our third-party service providers and customers are 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.

13

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

•
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 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.
•
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.
•
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 we collect 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

14

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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.

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, 2024, as filed with the Securities and Exchange Commission (the "SEC") on February 27, 2025 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.

15

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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 unaudited interim consolidated financial statements ("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 powered by data and machine learning that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around five industry-leading capabilities: our flagship automotive marketplace and dealer reputation site Cars.com, award-winning website and digital retail technology and marketing services from Dealer Inspire and D2C Media, essential trade-in and appraisal technology from AccuTrade, a reputation-based dealer-to-dealer wholesale auction from DealerClub 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) | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue | $ | 181,573 |  |  | $ | 179,651 |  |  | $ | 539,336 |  |  | $ | 538,721 |
Net income |  | 7,658 |  |  |  | 18,719 |  |  |  | 12,654 |  |  |  | 30,884 |

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, |  |  |  |
| 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Traffic |  | 156,220 |  |  |  | 154,219 |  |  |  | 1 | % |  |  | 488,343 |  |  |  | 483,773 |  |  |  | 1 | %
Average Monthly Unique Visitors |  | 25,454 |  |  |  | 24,547 |  |  |  | 4 | % |  |  | 27,050 |  |  |  | 26,329 |  |  |  | 3 | %

| September 30, 2025 |  |  | September 30, 2024 |  |  | % Change |  |  | June 30, 2025 |  |  | % Change |
Dealer Customers |  | 19,526 |  |  |  | 19,255 |  |  |  | 1 | % |  |  | 19,412 |  |  |  | 1 | %
Monthly Average Revenue Per Dealer | $ | 2,460 |  |  | $ | 2,478 |  |  |  | (1 | )% |  | $ | 2,435 |  |  |  | 1 | %

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. Traffic is driven by a combination of UVs visiting our properties and repeat visitation and engagement. We monetize impressions, clicks and other connections that result from traffic to our site via 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 upon first visit to an individual Cars.com property on an individual device/browser combination or installation of 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,

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Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

each of those unique property/browser/app/device combinations counts toward the number of UVs. Traffic is defined as the number of visits to Cars.com desktop and mobile properties (responsive sites and mobile apps). We measure UVs and Traffic via RudderStack. These metrics do not include traffic to Dealer Inspire, D2C Media or DealerClub websites.

UVs increased 4% and 3% for the three and nine months ended September 30, 2025, respectively, and Traffic increased 1% for both the three and nine months ended September 30, 2025, primarily driven by increased marketing investment along with strategic shifts to our marketing mix and optimization of our visitor acquisition strategy. The nine months ended September 30, 2025 was also impacted by increased consumer demand in March and early April in anticipation of rising prices related to automotive tariffs.

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. Dealer Customer metrics do not include DealerClub.

Dealer Customers increased 1% from both September 30, 2024 and June 30, 2025 primarily due to an increase in marketplace 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 and DealerClub, during the period divided by the monthly average number of Dealer Customers during the same period.

For the three months ended September 30, 2025, ARPD decreased 1% compared to the three months ended September 30, 2024, primarily due to changes in our customer and product mix.

For the three months ended September 30, 2025, ARPD increased 1% compared to the three months ended June 30, 2025, primarily due to marketplace repackaging, partially offset by changes in our customer mix.

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, the rate of electric vehicle adoption, employee retention and changes related to automotive advertising, among other macroeconomic factors including the political environment, inflationary pressures, tariffs 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 an engaged in-market audience, growing our dealer customers, expanding our relationship with dealers through greater adoption of our platform, unlocking cross selling opportunities, 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 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 and instant guaranteed offer capabilities. 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.

17

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

| Three Months Ended September 30, |  |  |  |  |  |  |
(In thousands, except percentages) | 2025 |  |  | 2024 |  |  | $ Change |  |  | % Change |
Revenue: |  |  |  |  |  |  |  |  |  |  |
Dealer | $ | 162,009 |  |  | $ | 159,513 |  |  | $ | 2,496 |  |  |  | 2 | %
OEM and National |  | 16,180 |  |  |  | 17,014 |  |  |  | (834 | ) |  |  | (5 | )%
Other |  | 3,384 |  |  |  | 3,124 |  |  |  | 260 |  |  |  | 8 | %
Total revenue |  | 181,573 |  |  |  | 179,651 |  |  |  | 1,922 |  |  |  | 1 | %
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of revenue and operations |  | 30,063 |  |  |  | 31,610 |  |  |  | (1,547 | ) |  |  | (5 | )%
Product and technology |  | 27,580 |  |  |  | 29,223 |  |  |  | (1,643 | ) |  |  | (6 | )%
Marketing and sales |  | 59,336 |  |  |  | 58,288 |  |  |  | 1,048 |  |  |  | 2 | %
General and administrative |  | 24,325 |  |  |  | 21,511 |  |  |  | 2,814 |  |  |  | 13 | %
Depreciation and amortization |  | 23,464 |  |  |  | 27,563 |  |  |  | (4,099 | ) |  |  | (15 | )%
Total operating expenses |  | 164,768 |  |  |  | 168,195 |  |  |  | (3,427 | ) |  |  | (2 | )%
Operating income |  | 16,805 |  |  |  | 11,456 |  |  |  | 5,349 |  |  |  | 47 | %
Nonoperating expense: |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  | (7,631 | ) |  |  | (8,028 | ) |  |  | 397 |  |  |  | (5 | )%
Other income, net |  | 1,528 |  |  |  | 21,111 |  |  |  | (19,583 | ) |  |  | (93 | )%
Total nonoperating (expense) income, net |  | (6,103 | ) |  |  | 13,083 |  |  |  | (19,186 | ) |  | ***% |
Income before income taxes |  | 10,702 |  |  |  | 24,539 |  |  |  | (13,837 | ) |  |  | (56 | )%
Income tax expense |  | 3,044 |  |  |  | 5,820 |  |  |  | (2,776 | ) |  |  | (48 | )%
Net income | $ | 7,658 |  |  | $ | 18,719 |  |  | $ | (11,061 | ) |  |  | (59 | )%

*** Not meaningful

Dealer revenue. Dealer revenue is typically subscription-oriented and consists of marketplace, digital experience, including website solutions, AccuTrade and media products sold to dealer customers. Dealer revenue is our largest revenue stream, representing 89% of total revenue for both the three months ended September 30, 2025 and 2024. Dealer revenue increased $2.5 million or 2%, primarily due to growth in solutions.

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% of total revenue for both the three months ended September 30, 2025 and 2024. OEM and National revenue decreased $0.8 million or 5%, which we believe is primarily due to temporary shifts in spending by certain OEM partners.

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 both the three months ended September 30, 2025 and 2024. Other revenue increased $0.3 million or 8%.

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 17% and 18% of total revenue for the three months ended September 30, 2025 and 2024, respectively. Cost of revenue and operations decreased $1.5 million or 5%, primarily due to lower compensation expense.

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 15% and 16% of total revenue for the three months ended September 30, 2025 and 2024, respectively. Product and technology expense decreased $1.6 million or 6%, primarily due to lower compensation, including stock-based compensation.

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Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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 33% and 32% of total revenue for the three months ended September 30, 2025 and 2024, respectively. Marketing and sales expense increased $1.0 million or 2%, primarily due to increased investment in marketing.

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 13% and 12% of total revenue for the three months ended September 30, 2025 and 2024, respectively. General and administrative expense increased $2.8 million or 13%, primarily due to third-party costs, partially offset by lower costs associated with our amended headquarters office lease.

Depreciation and amortization. Depreciation and amortization expense decreased $4.1 million or 15%, primarily due to certain intangible assets being fully amortized as compared to the prior-year period.

Interest expense, net. Interest expense, net decreased $0.4 million or 5%, primarily due to a reduction in total indebtedness compared to the prior-year period and lower interest rates. 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 in the prior- year period associated with the AccuTrade and CreditIQ acquisitions. For more information related to contingent consideration, see "Liquidity and Capital Resources" 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, 2024 as filed with the SEC on February 27, 2025.

Income tax expense. The effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the tax expense on nondeductible items.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law. This legislation did not have a material impact on our income tax expense for the three months ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for the year ending December 31, 2025.

19

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

Results of Operations

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

| Nine Months Ended September 30, |  |  |  |  |  |  |
(In thousands, except percentages) | 2025 |  |  | 2024 |  |  | $ Change |  |  | % Change |
Revenue: |  |  |  |  |  |  |  |  |  |  |
Dealer | $ | 479,630 |  |  | $ | 481,171 |  |  | $ | (1,541 | ) |  |  | (0 | )%
OEM and National |  | 49,096 |  |  |  | 48,149 |  |  |  | 947 |  |  |  | 2 | %
Other |  | 10,610 |  |  |  | 9,401 |  |  |  | 1,209 |  |  |  | 13 | %
Total revenue |  | 539,336 |  |  |  | 538,721 |  |  |  | 615 |  |  |  | 0 | %
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of revenue and operations |  | 91,549 |  |  |  | 92,602 |  |  |  | (1,053 | ) |  |  | (1 | )%
Product and technology |  | 84,692 |  |  |  | 84,891 |  |  |  | (199 | ) |  |  | (0 | )%
Marketing and sales |  | 177,318 |  |  |  | 177,664 |  |  |  | (346 | ) |  |  | (0 | )%
General and administrative |  | 71,890 |  |  |  | 67,348 |  |  |  | 4,542 |  |  |  | 7 | %
Depreciation and amortization |  | 75,376 |  |  |  | 82,499 |  |  |  | (7,123 | ) |  |  | (9 | )%
Total operating expenses |  | 500,825 |  |  |  | 505,004 |  |  |  | (4,179 | ) |  |  | (1 | )%
Operating income |  | 38,511 |  |  |  | 33,717 |  |  |  | 4,794 |  |  |  | 14 | %
Nonoperating expense: |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  | (22,943 | ) |  |  | (24,458 | ) |  |  | 1,515 |  |  |  | (6 | )%
Other income, net |  | 3,869 |  |  |  | 32,498 |  |  |  | (28,629 | ) |  |  | (88 | )%
Total nonoperating (expense) income, net |  | (19,074 | ) |  |  | 8,040 |  |  |  | (27,114 | ) |  | ***% |
Income before income taxes |  | 19,437 |  |  |  | 41,757 |  |  |  | (22,320 | ) |  |  | (53 | )%
Income tax expense |  | 6,783 |  |  |  | 10,873 |  |  |  | (4,090 | ) |  |  | (38 | )%
Net income | $ | 12,654 |  |  | $ | 30,884 |  |  | $ | (18,230 | ) |  |  | (59 | )%

*** Not meaningful

Dealer revenue. Dealer revenue represented 89% of total revenue for both the nine months ended September 30, 2025 and 2024. Dealer revenue decreased $1.5 million, primarily due to marketplace and media, as a result of lower average dealer count during the first half of 2025 and changes in our customer mix. These decreases were partially offset by continued growth in solutions.

OEM and National revenue. OEM and National revenue represented 9% of total revenue for both the nine months ended September 30, 2025 and 2024. OEM and National revenue increased $0.9 million or 2%, primarily due to increased OEM spending to raise consumer awareness earlier in the year.

Other revenue. Other revenue represented 2% of total revenue for both the nine months ended September 30, 2025 and 2024. Other revenue increased $1.2 million or 13%.

Cost of revenue and operations. Cost of revenue and operations expense represented 17% of total revenue for both the nine months ended September 30, 2025 and 2024. Cost of revenue and operations decreased $1.1 million or 1%, primarily due to lower compensation expense, partially offset by higher third-party costs associated with certain products driven by slight shifts in product mix.

Product and technology. Product and technology expense represented 16% of total revenue for both the nine months ended September 30, 2025 and 2024. Product and technology expense decreased $0.2 million, primarily due to lower compensation and third-party costs, partially offset by incremental costs related to the acquisition of DealerClub Inc. ("DealerClub"). For more information related to the acquisition, 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.

Marketing and sales. Marketing and sales expense represented 33% of total revenue for both the nine months ended September 30, 2025 and 2024. Marketing and sales expense decreased $0.3 million, primarily due to changes in our marketing investment and lower bad debt expense, partially offset by higher compensation, including stock-based compensation.

20

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

General and administrative. General and administrative expense represented 13% of total revenue for both the nine months ended September 30, 2025 and 2024. General and administrative expense increased $4.5 million or 7%, primarily due to higher severance-related costs and third-party costs, partially offset by lower costs associated with our amended headquarters office lease.

Depreciation and amortization. Depreciation and amortization expense decreased $7.1 million or 9%, primarily due to certain assets being fully depreciated and amortized as compared to the prior-year period, partially offset by accelerated depreciation associated with our amended headquarters office lease.

Interest expense, net. Interest expense, net decreased $1.5 million or 6%, primarily due to a reduction in total indebtedness compared to the prior-year period and lower interest rates. 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 in the prior- year period associated with the AccuTrade and CreditIQ acquisitions, partially offset by the impact of foreign exchange rates. For more information related to contingent consideration, see "Liquidity and Capital Resources" 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, 2024 as filed with the SEC on February 27, 2025.

Income tax expense. The effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the tax expense on stock-based compensation and nondeductible items.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law. This legislation did not have a material impact on our income tax expense for the nine months ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for the year ending December 31, 2025.

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Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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. We believe our positive operating cash flow, along with our Revolving Loan, provide adequate liquidity to meet our business needs for the next twelve 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, 2025, Cash and cash equivalents were $55.1 million and including our undrawn Revolving Loan, our total liquidity was $350.1 million.

Indebtedness. As of September 30, 2025, the outstanding aggregate principal amount of our indebtedness was $455.0 million, at an average interest rate of 6.3%, including $400.0 million of outstanding aggregate principal under the 6.375% Senior Unsecured Notes due in 2028 and $55.0 million of outstanding principal under the Revolving Loan which had an interest rate of 6.1%.

During the nine months ended September 30, 2025, we borrowed $10.0 million and repaid $15.0 million on our Revolving Loan. As of September 30, 2025, $295.0 million was available to borrow under the Revolving Loan. At each quarter-end, we are subject to certain net leverage ratio and interest coverage ratio financial covenants under our Credit Agreement. As of September 30, 2025, we were in compliance with all such covenants. 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. On February 27, 2025, we announced that our Board of Directors had authorized a three-year share repurchase program to acquire up to $250.0 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, 2025, we repurchased and subsequently retired 5.2 million shares for $63.9 million at an average price paid per share of $12.39.

Earnouts.

•
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. In April 2025, we paid CAD$15.0 million (approximately USD$10.8 million) associated with the earnout for the year ended December 31, 2024. For the year ending December 31, 2025, we may expense up to CAD$15.0 million (approximately USD$10.8 million as of September 30, 2025) associated with the remaining portion of the earnout.
•
As part of the DealerClub acquisition, we may be required to pay additional performance-based consideration of up to $88.0 million, which may be paid in cash, or stock if mutually agreed upon, to certain former owners who are now employees of Cars Commerce. The amount to be paid will be determined by DealerClub's future achievement of certain revenue-related financial targets through December 31, 2028, and will be expensed over the relevant performance periods.

For information related to the earnouts, 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 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, 2024 as filed with the SEC on February 27, 2025.

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Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

Cash Flows. Details of our cash flows are as follows (in thousands):

| Nine Months Ended September 30, |  |  |  |
| 2025 |  |  | 2024 |  |  | Change |
Net cash provided by (used in): |  |  |  |  |  |  |  |
Operating activities | $ | 114,521 |  |  | $ | 122,517 |  |  | $ | (7,996 | )
Investing activities |  | (35,320 | ) |  |  | (19,034 | ) |  |  | (16,286 | )
Financing activities |  | (74,566 | ) |  |  | (93,055 | ) |  |  | 18,489 |
Effect of exchange rate changes on Cash and cash equivalents |  | (236 | ) |  |  | (53 | ) |  |  | (183 | )
Net change in Cash and cash equivalents | $ | 4,399 |  |  | $ | 10,375 |  |  | $ | (5,976 | )

Operating Activities. C ash provided by operating activities for the nine months ended September 30, 2025 decreased as compared to the nine months ended September 30, 2024 primarily due to an increase of $7.8 million of earnout payments related to the D2C acquisition, as well as lower Net income and the related adjustments on the Consolidated Statement of Cash Flows. For further information, see the Consolidated Statements of Cash Flows included in Part I, Item 1., "Financial Statements" of this Quarterly Report on Form 10-Q.

Investing Activities. The increase in cash used in investing activities during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was primarily due to the impact of the DealerClub Acquisition, partially offset by the proceeds collected from the sale of the RepairPal equity investment in the current year.

Financing Activities. During the nine months ended September 30, 2025, cash used in financing activities was primarily related to repurchases of common stock, tax payments made in connection with the vesting of certain equity awards and net debt repayments. 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. For information related to our debt, repurchases of common stock and contingent consideration, see 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, and "Liquidity and Capital Resources" 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, 2024 as filed with the SEC on February 27, 2025.

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.

Subsequent Event. On October 14, 2025, we entered into a Security Agreement with an automotive technology solutions provider that is developing a new customer relationship management platform. As part of this agreement, we invested in an $8.0 million secured convertible note, which has a five-year maturity, accrues interest at 4.1% per annum and, upon conversion, contains options to purchase the remaining outstanding equity of the provider at our option.

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, 2024 as filed with the SEC on February 27, 2025 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, 2025, there have been no changes to our critical accounting policies.

Recent Accounting Standards. For information related to recent accounting pronouncements, 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.

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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, 2024, as filed with the SEC on February 27, 2025. Our exposures to market risk have not changed materially since December 31, 2024.

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 Securities Exchange Act of 1934, as amended (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).

24

Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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 that 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, 2024 as filed with the SEC on February 27, 2025. 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, 2025 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, 2025 |  | 370,443 |  | $ | 12.76 |  |  | 370,443 |  | $ | 210,442 |
August 1 through August 31, 2025 |  | 516,200 |  |  | 12.69 |  |  | 516,200 |  |  | 203,891 |
September 1 through September 30, 2025 |  | 606,484 |  |  | 13.23 |  |  | 606,484 |  |  | 195,869 |
|  | 1,493,127 |  |  |  |  | 1,493,127 |  |  |

(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 through privately negotiated transactions.
(2)
On February 27, 2025, we announced that our Board of Directors authorized a three-year share repurchase program to acquire up to $250.0 million of our common stock. 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. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors including price. The share repurchase program may be suspended or discontinued at any time and does not obligate us to repurchase any dollar amount or particular amount of shares.
(3)
The amounts presented represent the remaining dollar amount of shares of our common stock that may be repurchased under the share repurchase program at the end of each month.

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Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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

On September 15, 2025, Sonia Jain, Chief Financial Officer of Cars.com Inc. (the "Company"), adopted a trading plan to sell shares of the Company's common stock (the "Plan") intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Under the Plan, a maximum of 14,818 shares of the Company's common stock may be sold. The Plan will remain in effect until the earlier of (1) March 17, 2026, (2) the date on which all trades set forth in the Plan have been executed, or (3) such time as the Plan is otherwise terminated or expires according to its terms. The purpose of the Plan is primarily for additional tax withholdings.

No other "officer" (as defined in Rule 16a-1(f) under the Exchange Act) or director of the Company adopted, modified or terminated a "Rule10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408 of Regulation S-K) during the three months ended September 30, 2025.

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Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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 6, 2025, 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.

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Cars.com Inc.

Notes to the Consolidated Financial Statements (continued)

(Unaudited)

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 6, 2025 |  | By: |  | /s/ T. Alex Vetter
|  |  |  | T. Alex Vetter
|  |  |  | Chief Executive Officer
Date: November 6, 2025 |  | By: |  | /s/ Sonia Jain
|  |  |  | Sonia Jain
|  |  |  | Chief Financial Officer

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