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):


	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)

Includes 441 RSUs that were vested, but not yet delivered.

Performance Share Units ("PSUs"). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance 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.