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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Note 10. 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. At the June 4, 2025 Annual Meeting of Stockholders, 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 Omnibus Plan by 4.0 million shares to a total of 22.0 million shares and extend the term of the Omnibus Plan to June 4, 2035. As of December 31, 2025, there were 5.8 million common shares available for future grants. The Company issues new shares of common stock for shares delivered under the Omnibus Plan. A copy of the Company's Amended and Restated Omnibus Incentive Compensation Plan is incorporated by reference as Exhibit 10.26 to this Annual Report on Form 10-K. Inducement Plan. In December 2025, the Company’s Board of Directors approved the Cars.com Inc. 2025 Inducement Equity Plan (the "Inducement Plan"), which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other stock-based and cash-based awards to individuals who were not previously employees or directors of the Company. A maximum of 1.0 million common shares may be issued under the Inducement Plan. As of December 31, 2025, there were 0.6 million common shares available for future grants. The Company issues new shares of common stock for shares delivered under the Inducement Plan. A copy of the Company's Inducement Plan is incorporated by reference as Exhibit 10.28 to this Annual Report on Form 10-K. Information related to stock-based compensation expense is as follows (in thousands):
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
Stock-based compensation expense |  | $ | 31,327 |  |  | $ | 30,553 |  |  | $ | 28,491 |
Income tax benefit related to stock-based compensation expense |  |  | 6,563 |  |  |  | 5,138 |  |  |  | 4,505 |
Stock-based compensation expense by financial statement line item on the Company’s Consolidated Statements of Income is as follows (in thousands):
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
Cost of revenue and operations |  | $ | 820 |  |  | $ | 871 |  |  | $ | 1,487 |
Product and technology |  |  | 8,656 |  |  |  | 10,684 |  |  |  | 8,814 |
Marketing and sales |  |  | 6,034 |  |  |  | 5,381 |  |  |  | 5,740 |
General and administrative |  |  | 15,817 |  |  |  | 13,617 |  |  |  | 12,450 |
Total (1) |  | $ | 31,327 |  |  | $ | 30,553 |  |  | $ | 28,491 |
(1) For the years ended December 31, 2025, 2024 and 2023, $0.1 million, $0.3 million, and $0.3 million, respectively, of capitalized internally developed technology costs is excluded from stock-based compensation expense. Information related to outstanding stock-based compensation awards as of December 31, 2025 for restricted share units ("RSUs"), performance share units ("PSUs"), stock options and the Cars.com, Inc. Employee Stock Purchase Plan ("ESPP") is as follows (in thousands, except for weighted-average remaining period):
|  | Unearned Compensation |  |  | Weighted-Average Remaining Period (in years) |
RSUs |  | $ | 33,301 |  |  |  | 2.0 |
PSUs |  |  | 4,111 |  |  |  | 2.5 |
Stock Options |  |  | — |  |  |  | — |
ESPP |  |  | 350 |  |  |  | 0.4 |
Total |  | $ | 37,762 |  |  |  |
Restricted Share Units. 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 year ended December 31, 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 |  |  | 3,266 |  |  |  | 11.74 |
Vested and delivered |  |  | (1,582 | ) |  |  | 16.06 |
Forfeited |  |  | (721 | ) |  |  | 14.08 |
Outstanding as of December 31, 2025 (1) |  |  | 4,600 |  |  | $ | 13.67 |
(1) Includes 441 RSUs that were vested, but not yet delivered. The weighted-average grant-date fair value of RSUs granted during the year ended December 31, 2023 was $16.72. The total grant-date fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $25.4 million, $24.5 million and $19.1 million, respectively. Performance Share Units. 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, total shareholder return and share price targets. These PSUs are subject to cliff vesting after the end of the respective performance period. PSU activity for the year ended December 31, 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 |  |  | 698 |  |  |  | 12.91 |
Vested and delivered (1) |  |  | — |  |  |  | — |
Forfeited |  |  | (596 | ) |  |  | 14.17 |
Outstanding as of December 31, 2025 |  |  | 1,033 |  |  | $ | 15.30 |
(1) The actual amount of shares that become common shares outstanding as of the date of vesting and delivery and will vary based on the attainment percentage of the relevant performance conditions. The weighted-average grant-date fair value of PSUs granted during the year ended December 31, 2023 w as $16.47. Stock Options. Stock options represent the right to purchase shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. Stock options are subject to three-year cliff vesting and expire 10 years from the grant date. Stock option activity for the year ended December 31, 2025 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term):
|  | Number of Options |  |  | Weighted-Average Grant Date Fair Value |  |  | Weighted-Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value |
Outstanding as of December 31, 2024 |  |  | 1,067 |  |  | $ | 6.28 |  |  |  | 5.98 |  |  | $ | 7,346 |
Granted |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Outstanding as of December 31, 2025 |  |  | 1,067 |  |  |  | 6.28 |  |  |  | 4.98 |  |  |  | 3,490 |
Exercisable as of December 31, 2025 |  |  | 1,067 |  |  |  | 6.28 |  |  |  | 4.98 |  |  |  | 3,490 |
There were no stock options granted during the years ending December 31, 2025 and 2024. The fair value of the stock options granted during the year ended December 31, 2023 were estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions:
|  | 2023 |
Risk-free interest rate |  |  | 2.21 | %
Weighted-average volatility |  |  | 65.22 | %
Dividend yield |  |  | 0 | %
Expected years until exercise |  |  | 6.5 |
Employee Stock Purchase Plan. Eligible employees may authorize payroll deductions of up to 10% of the employee’s base earnings with a maximum of $10,000 per every six-month offering period to purchase the Company's common stock at a purchase price per share equal to 85% of the lower of (i) the closing market price per share of the Company at the beginning of the offering period or (ii) the closing market price per sh are at the end of the offering period. A maximum of three million shares are available for issuance under the ESPP. As of December 31, 2025, 1.5 million sha res were available for issuance under the ESPP. Information related to the ESPP is as follows (in thousands):
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
Shares issued related to the ESPP |  |  | 246 |  |  |  | 187 |  |  |  | 179 |
Stock-based compensation expense related to the ESPP |  | $ | 824 |  |  | $ | 705 |  |  | $ | 760 |

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