Cars.com Inc.

 
 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
FORM 10-K 
 
(Mark One) 
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2024
OR 
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE 
TRANSITION PERIOD FROM                      TO                     
 
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 1000
Chicago, IL
60606
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (312) 601-5000 
 
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, Par Value $0.01 Per Share
 
CARS
 
The New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ 
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting 
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of 
an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s 
executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliates was 
$1,303,529,300 based on the closing sale price of common stock on such date of $19.70 per share on the New York Stock Exchange. 
The number of shares of Registrant’s Common Stock outstanding as of February 20, 2025 was 63,847,460. 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on or about June 4, 2025, are incorporated by reference 
into Part III of this Report. 

 
i
Table of Contents
 
 
 
Page
PART I
 
 
Item 1.
Business
1
Item 1A.
Risk Factors
7
Item 1B.
Unresolved Staff Comments
21
Item 1C.
Cybersecurity
21
Item 2.
Properties
22
Item 3.
Legal Proceedings
22
Item 4.
Mine Safety Disclosures
22
 
 
 
PART II
 
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
23
Item 6.
[Reserved]
24
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
33
Item 8.
Financial Statements and Supplementary Data
33
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
60
Item 9A.
Controls and Procedures
60
Item 9B.
Other Information
62
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
62
 
 
 
PART III
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
63
Item 11.
Executive Compensation
63
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
63
Item 13.
Certain Relationships and Related Transactions, and Director Independence
63
Item 14.
Principal Accounting Fees and Services
63
 
 
 
PART IV
 
 
Item 15.
Exhibits, Financial Statement Schedules
64
Item 16.
Form 10-K Summary
68
 
 
 
 

 
1
PART I
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 Cars.com Inc. d/b/a Cars Commerce Inc., ("we," the "Company" or "Cars Commerce") 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. For a detailed discussion of many of these and other 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" of this report. 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.
 
Item 1. Business. Cars Commerce is an audience-driven technology company empowering the automotive industry. We aim to simplify everything about 
car buying and selling with powerful products, solutions and machine learning model-driven artificial intelligence technologies that span pretail, retail and 
post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around four industry-leading 
brands: our flagship automotive marketplace and dealer reputation site Cars.com, award-winning digital retail technology and marketing services from 
Dealer Inspire, essential trade-in and appraisal technology from AccuTrade and exclusive in-market media solutions from the Cars Commerce Media 
Network.
 
Established in 1998, we have a history of empowering shoppers with the data, resources and digital tools needed to make informed buying decisions and 
seamlessly connect with automotive retailers. Our premier automotive marketplace, Cars.com enables dealerships and OEMs with innovative solutions and 
data-driven intelligence to better reach and influence our 26 million average monthly ready-to-buy shoppers, ultimately increasing inventory turn. We have 
further invested in building innovative products and solutions that we believe help future-proof dealerships with more efficient operations, a faster and 
easier car buying process, and connected digital experiences that sell and service more vehicles. Today, we provide a full suite of integrated platform 
capabilities that drive ready-to-buy car shoppers to the dealership. 
 
The strength of our products and solutions has attracted over 19,200 franchise and independent dealer customers across the U.S. and Canada to our 
platform. The majority of our dealer customers subscribe to the Cars.com marketplace and increasingly, they are 

 
2
leveraging more of our platform to power their local retail operations. In addition, substantially all OEMs selling vehicles in the U.S. and Canada do 
business with us today.
 
 
For Consumers. Buying a car is one of life’s most significant and researched decisions. Consumers are challenged with makes, models and trim-levels and 
opaque, yet negotiable prices, and gaps in the online-to-offline shopping experience, all of which add complexity to an often overwhelming decision-
making process. Shoppers are seeking a more streamlined, simplified automotive retail experience. Cars Commerce helps car shoppers cut through the 
clutter with products designed to reduce friction from search to signature.
 
We believe our marketplace functions as a definitive resource for car shoppers. We are known for the depth and scale of our listings and reviews, with over 
2.7 million vehicle listings and over 13 million consumer reviews as of December 31, 2024. In addition, our expert editorial reviews and news and research 
publications aid shoppers in their purchase journey. We also include features like Instant Finance to help consumers better understand their total cost of 
ownership, including financing fees. With over 30% of car shoppers also seeking to sell their vehicle, Instant Offer allows them to understand the value of 
their vehicle before leaving the comfort of their home. Overall, our consumer experience is focused on reducing friction, improving speed and delivering 
powerful results through pricing, financing, comparison shopping, research and communication tools that empower shoppers. 
 
For Customers. Our platform offers local dealers, OEMs, dealer groups and auto-adjacent companies a variety of products and solutions. Dealers and 
OEMs value our marketplace for the opportunity to connect with our in-market audience of 26 million average monthly users in 2024, and to improve their 
marketing and operational efficiency with our suite of solutions. We complement our marketplace products with digital solutions, including websites and 
trade-in and appraisal technology, and media offerings powered by our exclusive in-market media network. For example, website hosting customers that 
also have a marketplace subscription get approximately 40% more connections to their website, in addition to the associated marketplace leads they 
receive, as compared to those without marketplace. Additionally, dealers that have an active AccuTrade solution with marketplace have approximately 90% 
more marketplace and Instant Offer leads. Importantly, we believe that many of the tools we have built for consumers, particularly those that support 
financing and trade-in valuation, help our dealer customers and OEMs by providing them with more qualified, ready-to-transact leads and reducing points 
of friction that can often arise in the purchase journey. 
 
Industry Dynamics. As an audience-driven technology company, Cars Commerce is focused on helping our customers, primarily dealers, drive profitable 
vehicle sales. More recently dealers have experienced compressed margins, as well as improved supply and market normalization. Additionally, during this 
time, consumer expectations on their digital purchase journey have only increased. As a result, dealers seeking to build a sustainable advantage are 
investing more in their websites and technology solutions to drive operational efficiency while supporting shoppers in their preferred purchase channels 
(i.e., online, offline or both). We believe we are 

 
3
the first truly integrated platform, providing a comprehensive suite of sales-oriented products and solutions that support dealers' local retail operations. 
 
Products. Our interconnected platform is organized around four core capabilities: Marketplace, Digital Experience, Trade & Appraisal and Media. 
•
Marketplace. Central to our platform is Cars.com, the most recognized automotive marketplace brand. We believe the marketplace is critical 
to the pretail experience, allowing OEMs and dealers to merchandise their inventory to our 26 million average monthly shoppers each month 
in 2024. Importantly, approximately 60% of our traffic comes to us organically, allowing us to provide our customers with a truly 
complementary and unduplicated audience. Our marketplace packages include reputation management technology and digital financing tools, 
and dealers using our upper-tier packages experienced a double-digit improvement in inventory turn time. For subscribing dealers, 
AccuTrade’s Instant Offer is directly integrated into the Cars.com experience, giving them access to in-market consumers who are ready to 
trade-in their vehicle for a new one. We also have Your Garage as a feature of Cars.com, allowing consumers to add and save vehicles to 
their virtual Garage and track the Cars.com Market Value of their current vehicle. Cars.com Market Value leverages our retail demand data 
to help consumers identify the best time to sell or trade-in their vehicle.
•
Digital Experience. The Cars.com marketplace audience is often driven directly into the retail experience through our platform's websites 
and solutions. Our industry-leading brand Dealer Inspire is a preferred provider with nearly every OEM in the United States. Dealer Inspire 
websites and technology include integrated reviews, AI-powered chat tools, instant financing and vehicle acquisition technology. Key 
products include:
o
Website creation and platform hosting. Our Dealer Inspire website hosting and related solutions make automotive retail faster, 
easier and smarter from search to signature. Built on a customizable platform and designed with user behavior data, we believe our 
websites are set apart by the advanced technologies that drive modern consumers toward purchase decisions. In 2023, we acquired 
D2C Media Inc. ("D2C Media"), a leading automotive technology and digital solutions provider in Canada. D2C Media also serves 
dealer customers with website, media services and other technology solutions that help dealers increase sales velocity and measure 
impact. Today, we host the digital storefronts (websites) for approximately 7,600 dealers in the U.S. and Canada.
o
Digital retailing solutions. Our digital retailing product suite is focused on bringing omnichannel commerce to the automotive 
industry at scale by simplifying the online to in-store process for dealers and buyers. Our Conversations product is built to connect in-
market car buyers with sellers — wherever, whenever and however they want to shop. Conversations turns chats into customers by 
leveraging AI technology, live video chat capabilities and 24/7 managed chat support to instantly respond to all incoming messages. 
Our Online Shopper solution enables e-commerce transactions for dealers. This feature also allows shoppers to add finance and 
insurance products and aftermarket accessories, and to checkout, for delivery or pick-up in just three easy steps. Instant Finance 
enables shoppers to digitally secure instant vehicle financing, while our dealer customers are empowered with the ability to utilize the 
lenders of their choice at no cost to the dealer.
•
Trade & Appraisal. AccuTrade uses real-time market data and diagnostic scans to determine the right trade-in offer for every VIN in 
minutes, increasing dealer access to high quality used vehicle inventory and improving dealer profitability through reconditioning loss 
avoidance and operations efficiency, and while creating transparency for the consumer in the trade-in process, which is often a point of 
friction. AccuTrade leverages retail and wholesale data and onboard diagnostic scanner data to automatically adjust the vehicle value based 
on the specific vehicle being analyzed, with approximately 30% greater accuracy than legacy valuation providers. It quickly delivers a 
tailored, consumer-facing condition report that provides transparency to consumers while saving dealers an average of approximately $700 in 
reconditioning costs per vehicle. AccuTrade's consumer website application is seamlessly integrated into Cars.com and dealer websites, 
allowing consumers to obtain instant and transparent cash offers for their specific VINs.
•
Cars Commerce Media Network. A commerce media network created exclusively for automotive, Cars Commerce Media Network allows 
local and national customers alike to reach proven in-market and in-context consumers to accelerate the path to purchase. When OEMs 
advertise with Cars Commerce Media Network, we see impact throughout the consumer digital shopping experience. When one of our OEM 
partners purchased a prominent advertising sponsorship, we observed increased consumer engagement on Cars.com (searches and vehicle 
page views), traffic to their dealers' websites, and a 

 
4
double digit lift in conversions on those dealer websites during the sponsorship period. The product suite for dealers includes four turnkey 
solutions:
o
Cars Social. Cars Social allows dealers to target and serve native advertisements displaying real-time inventory to in-market car 
shoppers on Facebook and Instagram by leveraging our valuable audience data. This solution is also available to OEMs.
o
VIN Performance Media. VIN Performance Media utilizes advanced machine-learning to automatically optimize all aspects of the 
media campaign, including audience targeting, real-time inventory, and ad placement across search, social, and display. By improving 
traffic to dealer vehicle details pages, VIN Performance Media increases the inventory turn rate.
o
In-Market Video and In-Market Display. In-Market Video provides OEMs and dealers with the opportunity to pinpoint serious, 
ready-to-buy shoppers geographically on their screen of choice via social media platforms, streaming apps and connected TV. This 
targeted approach drives high advertising efficiency for customers and compares favorably to the high-cost broadcast television 
solutions that dealers and OEMs have historically relied on. Our In-Market Display products enable dealers and OEMs to extend their 
reach and efficiently access our large audience of in-market car shoppers. The geographically targeted advertising served on our 
Cars.com website and mobile app enables our customers to increase brand awareness and promote inventory.
 
Our Strengths and Competitive Advantages. Cars Commerce is focused on simplifying car buying and selling by eliminating complexity and increasing 
transparency throughout the local retail experience, where sales and service are best facilitated. The Cars Commerce platform brings our industry leading 
marketplace together with innovative digital and media solutions to create frictionless shopping experiences for consumers and our customers. Led by our 
product first innovation strategy, industry leading brand, high-quality audience and differentiated technology solutions, we are executing on our vision to 
be essential to the success of the automotive industry which we believe will drive accelerated growth in our subscription based revenue and cash flow. 
 
A powerful suite of brands delivering integrated digital and media solutions that enable our platform strategy. Our Cars Commerce suite of brands 
includes integrated marketplace, retailing and media solutions that define our platform strategy and make us essential to the automotive industry. We 
believe our solutions seamlessly connect buyers and sellers wherever they are in their vehicle shopping journey. Our integrated platform helps sellers 
expand their consumer influence and engagement across the entire purchasing journey, ultimately increasing sales, creating operational efficiencies and 
improving profitability. Customers who subscribe to our Cars.com marketplace and Dealer Inspire website experience are providing consumers with a 
more integrated experience across pretail and retail, leading to more than a higher lead close rate, reflecting the interoperability and benefits of our 
platform. 
 
A high-quality audience, at scale, enables our industry-leading platform. We have made strategic technology and marketing investments to deliver what 
we believe is the industry’s most qualified car shopping audience. Our audience powers our integrated platform strategy. Not only does our audience power 
our marketplace packages, they are also key to our ability to efficiently grow and scale our media solutions that allow customers to target in-market 
shoppers and strengthen our digital solutions. 
 
In 2024, we had 26 million average monthly unique visitors that visited our marketplace a total of over 600 million times. We generate the majority of our 
traffic organically as a trusted resource for customers through our high-quality content, including editorial and consumer reviews and suite of easy-to-use 
consumer facing tools such as Best Match. Over the past 25 years, we have made more than half a billion connections between car shoppers and sellers.
 
According to a recent Cars.com survey, approximately 83% of our audience is in-market to buy a car, compared to a fraction of the general population. The 
average time for a shopper to purchase a car is approximately two months; however, approximately 50% of the Cars.com audience plans to buy within 30 
days. 
 
Asset light business model with a diversified revenue base, attractive cash flow and strong balance sheet. We generate approximately 80% of our 
revenue via subscription, creating a dependable recurring revenue stream across our diversified mix of marketplace 

 
5
subscription advertising packages, digital solutions, and media. Customer concentration is also limited and each month, we generate an average monthly 
revenue per dealer of over $2,400 during the fourth quarter from across our over 19,200 dealers.
 
Our asset light business model drives significant net operating cash flow, in excess of $125.0 million in each of the last three years, resulting in substantial 
liquidity and financial flexibility, which enables us to invest in innovation, pursue strategic growth opportunities and maintain a healthy balance sheet with 
modest leverage.
 
Strong, experienced management team. We have an experienced management team that has a demonstrated track record of delivering results. The team 
also brings unique experience driving innovation and digital transformation and unlocking value for customers while modernizing established industries.
 
Our Long-Term Growth Strategy. We have five primary drivers to grow our business: continue to create the most engaged in-market audience, grow our 
dealer customers, unlock the cross-sell, transform our OEM relationships and create platform advantages.
•
Grow the industry's most engaged shopping audience. With approximately 26 million average monthly unique visitors and over 600 
million visits per year, we have one of the industry’s largest and most engaged in-market audience. Our industry-leading brand and high 
quality content allow us to generate approximately 60% of our audience organically. This reduces our reliance on search engine marketing 
and provides our dealers with access to an audience that cannot be easily duplicated. Shoppers interact with our platform in many ways, 
including researching vehicles, writing dealer reviews, securing qualified financing and obtaining instant offers for their trade-in vehicles. 
We believe continued investments in consumer engagement will create more qualified leads for our customers, thereby increasing our 
attribution and ultimately resulting in growth in customers and increased product adoption and retention. 
•
Grow our network of dealer customers. We have a significant opportunity to grow our base of dealer customers. While we have a 
substantial dealer customer base of over 19,200, there are approximately 40,000 dealerships nationwide, providing us with ample room for 
growth domestically and geographically by expanding our presence in Canada through the D2C Media acquisition. 
•
Expand our relationship with dealers through greater adoption of our platform. We operate in the large and growing automotive 
advertising and technology market. Dealers are investing more in media and digital solutions, particularly those that allow them to turn 
inventory faster and more efficiently. Our integrated platform helps sellers expand their consumer influence and engagement across the entire 
purchasing journey, ultimately increasing sales, creating operational efficiencies and improving profitability. Customers who increase their 
adoption of our platform products provide consumers with a more integrated experience across pretail and retail, leading to more than a 
higher lead close rate. We believe there is a sizable opportunity to cross-sell our existing suite of solutions and continue to grow our monthly 
average revenue per dealer. 
•
Transform our OEM relationships. We play a critical role in helping OEMs drive awareness of new model launches, particularly with the 
transition to electric vehicles. However, we have an equally large opportunity to leverage our industry-leading technology solutions to better 
connect the OEM and dealer experience, creating a seamless shopping experience for consumers.
•
Create platform advantages. By continuously increasing the interoperability of our products, and developing new products and solutions 
including leveraging the use of artificial intelligence tools, such as ChatGPT, we can help dealers unlock greater insights and increased 
efficiency; thus deepening our relationship with our customers and increasing the stickiness of our products. Additionally, as we focus on 
platform sales, we continue to simplify and streamline our internal and go-to-market processes. These actions will ultimately translate into 
improved financial performance.
 
Competition. We compete with other companies to attract consumers and customers to our marketplace, digital experience, trade and appraisal, and media 
solutions. Our direct competitors are online automotive marketplaces, such as CarGurus, AutoTrader and TrueCar. We also compete with other automotive 
websites, such as CARFAX, Edmunds and Kelley Blue Book. Additionally, we compete with platforms, such as internet search engines, online dealerships, 
social media marketplaces and online consumer marketplaces. 
 
Competition for Consumers. We compete for consumer visits with other online automotive marketplaces, OEM websites, free listing services, general 
search engines, social media and dealer websites. We compete for shopper traffic primarily on the basis of the quality of our consumer experience. We 
believe our consumer experience compares favorably due to the scale of our vehicle listings, the content and unbiased transparency of the information we
provide on vehicles, pricing and dealers, as well as the intuitive nature of our user interface, sophisticated search tools and algorithms and our mobile user 
experience, among other factors. 
 
Competition for Dealers. We compete for various areas of dealers’ budget including with offline customer acquisition channels, software and solutions 
spend, other online automotive marketplaces, dealers’ own customer acquisition efforts on search engines and other internet sites that attract consumers 
searching for vehicles. We compete primarily on the basis of the return on investment ("ROI") 

 
6
to the customer that our marketplace and our other solutions provide. We believe we are in a favorable market position due to our platform advantage 
utilizing our highly engaged, large, in-market consumer audience, resulting in high quality connections we provide to dealers, resulting in an attractive 
ROI. 
 
Competition for OEMs. We compete for a share of OEMs' total marketing budgets which include traditional media, such as television, radio, print media, 
and billboards, as well as digital media, such as media sites, other marketplaces, search engines and social media sites, among others. We compete for 
advertising spend based on the marketing ROI that our products provide. We believe we are in a favorable market position due to our large, in-market 
consumer audience, high consumer engagement and the effectiveness and relevance of our advertising products. 
 
Intellectual Property. We take a strategic approach to intellectual property management by protecting our intellectual property and brands through a 
combination of trademarks, trade dress, domain names, copyrights, trade secrets and patents as appropriate. We have registered and unregistered U.S. and 
international trademarks, service marks, patents, domain names and copyrights. In addition, we seek to protect our proprietary information by entering into 
confidentiality and invention assignment agreements with our employees and confidentiality agreements with consultants, contractors and business 
partners. We also seek to control the use of our proprietary technology and intellectual property through provisions in both our general and product-specific 
terms of use on our mobile applications and websites.
 
Regulatory Matters. Various aspects of our business and the solutions we offer are or may be subject to an expanding and evolving range of local, state, 
federal and international regulations. The advertising and sale of new or used vehicles is highly regulated by the states in which we do business. Although 
we do not sell vehicles, the dealers from which we derive a significant portion of our revenue do and are subject to these regulations. Moreover, state 
regulatory authorities or other third parties could take and, on some occasions, have taken the position that some of the regulations applicable to dealers or 
to the manner in which vehicles are advertised and sold generally are directly applicable to our business model. Additionally, our business is directly 
subject to laws, regulations and standards regarding consumer communications, marketing and advertising activities conducted by telephone, email, mobile 
devices and the internet, such as the Telephone Consumer Protection Act, the CAN-SPAM Act and similar state consumer protection laws. Our digital 
solutions products may also be subject to laws and regulations governing accessibility, intellectual property ownership, obscenity, libel and privacy among 
other issues. 
 
In addition, we are subject to local, state and federal laws and regulations in the United States and internationally relating to privacy policies and 
obligations as well as our obligations regarding the personal information we collect, use, share, store and disclose. We strive to comply with industry 
standards and all applicable laws, policies, legal obligations relating to privacy and data protection. We are also subject to our privacy policies and privacy-
related obligations to third parties. 
 
To operate in this highly regulated environment, we have developed our products and services with a view toward appropriately managing our regulatory 
risk compliance. If, and to the extent that, our products and services fail to satisfy relevant regulatory requirements, we could be subject to significant civil 
and criminal penalties, including fines, the award of significant damages in class action or other civil litigation, as well as orders that may interfere with our 
ability to provide our products and services in certain states.
 
Human Capital. The foundation of Cars Commerce’s business is our employees. As of December 31, 2024, Cars Commerce had approximately 1,800 
full-time, part-time, seasonal and temporary employees. Cars Commerce is committed to the highest standards of integrity, inclusion and responsible 
business practices. Our commitment to build a culture and business that cares about our employees, customers, industry and communities is a part of who 
we are. Fundamental to these commitments are our company values:
•
Rise Together - We put people at the center of what we do, from consumer to customer to community. We prioritize collaboration. When we 
work together, we win together. 
•
Care to Challenge - We innovate, we challenge convention and we get results because we care. It is what fuels our competitive spirit. We 
embrace creativity, buck tradition and grow beyond. 
•
Take Ownership - When there is an opportunity to make a positive impact, we go for it. We lean in and take risks. We think about tomorrow 
and act today.
•
Do the Right Thing - Integrity is our foundation. We uphold our commitments; we lead by example. We do the right thing, every time. 
Especially when it is hard. 
•
Be Open to All - We encourage open-minded communication because we know diverse thinking yields better outcomes. We welcome new 
ideas, respect differences and open the floor to all voices. 
 
We believe our highly innovative and collaborative teams are one of our biggest differentiators and the most important investment we can make at Cars 
Commerce. In order to attract and retain exceptional talent in pursuit of our mission to simplify everything about 

 
7
buying and selling cars, we offer competitive benefits, including market-competitive compensation, an Employee Stock Purchase Plan, a virtual first work 
environment, healthcare, paid time off, parental leave, adoption assistance, retirement benefits, tuition assistance, volunteer hours, employee skills 
development and leadership development. 
 
At Cars Commerce, we recognize the value of a workforce with varied backgrounds, opinions, perspectives and personal and professional experiences. As 
a result, we strive to foster a culture of inclusion that ensures our workplace appreciates the views and ideas of all. Cars Commerce also monitors employee 
satisfaction and engagement by conducting periodic surveys that are reviewed and, when appropriate, acted upon by our executive management team and 
shared with our Board of Directors. These surveys are an important way for us to identify areas where we can improve. 
 
None of our employees are represented by a labor union or are subject to a collective bargaining agreement.
 
Available Information. Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and 
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at 
https://investor.cars.com as soon as reasonably practicable after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission 
("SEC"). In addition, the SEC maintains a website (http://www.sec.gov) that contains information we electronically file with, or furnish to, the SEC. 
Information on our website is not part of this or any other report we file with, or furnish to, the SEC.
Item 1A. Risk Factors. 
The following risk factors should be considered carefully, together with all other information contained in this report, including  "Management’s 
Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes, when evaluating our business 
and any forward-looking statements or other statements we or our representatives make from time to time. Any of the following risks could materially and 
adversely affect our business, results of operations, financial condition and the actual outcome of matters as to which statements are made. The risks and 
uncertainties described in this report are not the only ones we face. Other risks or uncertainties, which are not currently known to us or that we believe are 
immaterial, also may adversely affect our business, operating results and financial condition. 
 
Risks Related to Our Business 
 
Our business is subject to risks related to the larger automotive ecosystem, including consumer demand, direct-to-consumer sales models and other
macroeconomic issues.
 
Substantially all of our revenue is generated from subscription products offered to automotive dealers, OEMs and other customers in or adjacent to the 
automotive industry. Our business may be negatively affected during times of low automobile sales, low dealer inventory due to production shortages or 
delays and high unemployment. 
 
A number of economic and market conditions drive changes in automobile sales, including disruptions in the new automobile supply chain, the availability 
and prices of new and used automobiles, unemployment and inflation levels, availability of affordable financing, fluctuations in the cost of fuel, consumer 
confidence and other factors affecting demand for vehicles, government shutdowns, political unrest or uncertainty, the occurrence of contagious disease or 
illness, barriers to trade, new OEM entrants into markets and other global economic conditions. Decreases in consumer demand could adversely affect the 
market for automobile purchases and, as a result, reduce the number of consumers using our platform. 
 
Consumer purchases of new and used automobiles generally decline during economic downturns and other periods in which disposable income is adversely 
affected. Purchases of new and used automobiles may continue to be, affected by negative trends in the economy, including an economic recession or 
downturn, increases in the cost of energy and gasoline, the availability and cost of credit, reductions in business and consumer confidence, stock market 
volatility, rising interest rates, inflation, health or similar issues, such as pandemic or epidemic and increased unemployment. In addition, the imposition of 
new tariffs, quotas, duties, or other restrictions or limitations could increase prices for vehicles imported into the United States and adversely impact 
demand for such vehicles. An increase in interest rates can have a significant impact on automobile purchases and affordability due to the direct 
relationship between interest rates and monthly loan payments, a critical factor for many consumers and the impact interest rates have on consumers’ 
borrowing capacity and disposable income. Interest rates could negatively affect the number of vehicles purchased by consumers and any reduction in 
purchases could adversely affect dealers and OEMs and lead to a reduction in spending on our solutions. Further, if OEMs continue to transition to e-
commerce and direct-to-consumer sales models to grow their market penetration, consumer demand for our platform could be materially adversely affected 
with consumers shifting from our platform to an OEM-based platform. 

 
8
 
In addition, a decrease in market demand caused by longer vehicle ownership, self-driving technology, ride sharing, transportation networks and other 
fundamental changes in transportation could impact the demand for new and used automobiles. A reduction in the number of automobiles purchased by 
consumers could adversely affect automobile dealers and car manufacturers and consequently lead to reduced spending on our digital marketing services 
and solution offerings. Further, OEM production shortages, supply chain disruptions and inventory shortfalls could adversely impact automobile dealers 
and also reduce spending on our digital marketing services and solution offerings. Though our current customer bases, revenue sources and operations are 
substantially limited to the United States and Canada, our business may be negatively affected by challenges in the global automotive ecosystem and other 
macroeconomic issues.
 
To the extent a weakened economy impacts our customers’ ability or willingness to pay for our services or our vendors’ ability to provide services to us, 
our operations, liquidity and financial condition could be negatively impacted. As a result, in order to respond to changes in our revenue, we may be 
required to implement expense-reduction measures or amend our debt instruments in the future, which could further adversely impact our operations, 
liquidity and financial condition.
 
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.
 
Although the automotive retail industry is fragmented, a relatively small number of OEMs, dealership associations and major dealership groups and their 
program administrators exert significant influence over the market acceptance of certain automotive products and services due to their concentrated 
purchasing activity, the visibility of their endorsement or recommendation of specific products and services, their provision of co-operative advertising 
money to dealers and OEMs' ability to define technical standards and certifications and marketing guidelines. For example, many of our website solutions 
are provided pursuant to OEM-designated endorsements or preferred vendor programs. While automotive dealers are generally free to purchase the 
solutions of their choosing, if an OEM has endorsed or certified a provider of products or services to its associated franchised dealers and if our solutions 
lack such certification or endorsement, adoption or retention of our products and services could be materially impaired. In addition, instead of using Cars 
Commerce solutions, OEMs may begin to require that consumers and dealerships use OEM-created solutions which could also materially reduce the 
adoption or retention of our products and services.
 
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. 
 
When dealers consolidate, the services they previously purchased separately are often purchased by the combined entity in a lesser quantity than before, 
leading to volume compression and loss of revenue across the automotive marketplace sector. In the past, dealers were more likely to close or consolidate 
when conditions in the automotive industry and/or general economic conditions were poor. Despite our market position, consolidation or closures of 
automobile dealers could reduce the aggregate demand for our services in the future and limit the amounts we earn from our solutions. In addition, 
advertising purchased by OEMs accounts for a meaningful portion of our revenue. There are a limited number of OEMs, and financial difficulties or 
consolidation among OEMs could similarly lead to volume compression and loss of revenue. 
 
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. 
 
We believe that maintaining and increasing the strong recognition of the Cars Commerce brands, including Cars.com, is critical to our future success. Our 
brand drives traffic to our websites and applications. Our brand also attracts a large base of in-market car shoppers by offering credible and easy-to-
understand information from other consumers and experts regarding new and used vehicle listings. In addition, OEMs, dealers and other customers rely on 
our innovative digital marketing services and solution offerings to drive results in their businesses. To grow our business, we must maintain, protect and 
enhance our brands. Otherwise, we may be unable to expand our base of consumers and customers, or increase the frequency with which such constituents 
use or purchase our solutions. Expanding the business will depend, in part, on our ability to maintain the consumer and customer trust in our solutions and 
services and the quality and integrity of the listings and other content found on the Cars.com sites and mobile applications. There is no guarantee that we 
can maintain or enhance our brands, and failure to do so would harm our business growth prospects and operating results. In addition, complaints or 
negative publicity about our business practices and culture, including our solutions, technologies, sales practices, management team, employees, our 
marketing and advertising campaigns, our compliance with applicable laws and regulations, the 

 
9
integrity of the data that we provide to consumers, data privacy and security issues, third-party content and conduct on websites, customer service and other 
aspects of our business could diminish confidence in and the use of our services. If we experience negative publicity, or if consumers perceive that content 
on the Cars.com sites or mobile applications is not reliable, our reputation, the value of our brands and traffic to our sites and mobile applications could 
decline.
 
Our increased operations in Canada involve risks that may differ from, or are in addition to, our domestic operational risks. 
 
Increasing our operations in Canada, including as a result of the 2023 stock acquisition of D2C Media, may subject us to different risks or increase our 
exposure in connection with current risks, including risks associated with local consumer behavior; increased competition from local providers; and 
compliance with applicable foreign laws and regulations, including different data privacy, employment, commercial and liability standards and regulations 
and intellectual property laws. Additionally, Cars Commerce is exposed to foreign currency risk, primarily from its investments in its subsidiaries that 
operate in Canada. 
 
Our ability to successfully operate in Canada requires significant resources, given the different languages, cultures, legal systems and commercial 
infrastructures. Increased operations in Canada involve risks that could impact our operations and affect our business and potential growth. For example, 
our competitors may be more established or otherwise better positioned than we are to succeed in Canada and have well established customer relationships, 
which would make it difficult to attract customers to our solutions.
 
We rely in part on Internet search engines and mobile application stores to drive traffic to the Cars Commerce sites and increase downloads of our 
mobile applications. If the Cars Commerce sites 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 depend, in part, on Internet search engines such as Google to drive traffic to the Cars Commerce sites. For example, when a consumer searches for the 
make and model of a specific automobile or a generic phrase, such as "automobile prices," using an Internet search engine, we rely on a high organic search 
ranking of the Cars Commerce sites in these search results to drive consumer traffic. However, our ability to maintain these high search result rankings is 
not fully within our control. For example, our competitors’ search engine optimization efforts may result in their websites receiving a higher search result 
page ranking than us, or Internet search engines could revise their methodologies in a way that would adversely affect our search result rankings. In 
addition, Internet search engines, or new technologies, such as artificial intelligence platforms, could provide automobile dealer and pricing information 
directly in search results or choose to align with our competitors or develop competing services. Cars Commerce sites have experienced both positive and 
negative fluctuations in search result rankings in the past, and it is anticipated that similar fluctuations will occur in the future. 
 
We also depend in part on mobile application download stores such as the Apple App Store and Google Play to direct consumers to download Cars 
Commerce's mobile applications. When a mobile device user searches in a mobile application store for "car buying app" or a similar phrase, we rely on 
both a high search ranking and consumer brand awareness to drive consumers to select and download Cars Commerce's mobile applications instead of 
those of our competitors. However, our ability to maintain high, non-paid search result rankings in mobile application stores is not fully within our control. 
Our competitors’ mobile application store search optimization efforts may result in their mobile applications receiving a higher result ranking than that of 
Cars Commerce, or mobile application download stores could revise their methodologies in a way that would adversely affect our search result rankings.
 
The emergence and widespread use of new technologies, such as artificial intelligence technologies, have the potential to significantly disrupt the way 
consumers access information. Artificial intelligence-powered tools are increasingly enabling consumers to bypass traditional search engines to obtain 
information. Additionally, new technologies could affect how search results are ranked, or whether our search results appear at all, despite our search 
optimization efforts. Consumer transition to such new technologies could adversely affect our search results or traffic to our mobile applications.
 
If Internet search engines or mobile application download stores modify their search algorithms, or if new developments in technology continue to evolve, 
such as generative artificial intelligence, in each case, in ways that negatively impact traffic to the Cars Commerce sites or Cars.com mobile applications, 
or if the search engine or mobile application store optimization efforts of our competitors are more successful than our own efforts, overall growth in our 
consumer base could slow or the consumer base could decline. 
 
We rely on in-house content creation and development to drive organic traffic to the Cars Commerce sites and mobile applications.
 

 
10
We rely on our in-house editorial content team to continually develop content that is useful and of interest to consumers to drive organic traffic to the 
Cars.com properties and mobile applications. Our editorial content team tests, reviews and photographs a large number of different car makes and models 
every year to support our creation of independent and unbiased automotive industry content. Our internally developed content focuses primarily on 
consumer automotive purchasing, ownership advice and analysis of ownership trends. If we are unable to continue to develop our in-house content, we may 
be required to rely more heavily on third-party content providers, which could lead to less distinctive content on our sites and increased operating costs, 
including increased traffic acquisition costs.
 
If we are unable to continue providing the same level of high-quality, unique consumer content, organic traffic across Cars.com properties and mobile 
applications could decrease. Such a decrease may lead to dealers receiving fewer indications of consumer interest through leads generated by the Cars.com 
marketplace and recognizing less value for their digital advertising spend. As a result, dealers may decide not to continue to list their vehicles on the 
Cars.com marketplace. Similarly, decreased organic traffic due to a reduction in unique content may cause national customers such as OEMs to shift their 
digital advertising spend to sites with higher traffic. Decreased traffic from in-house content could also result in increased spend in paid channels, which 
would result in higher sales and marketing expenses. Further, the increased adoption of generative artificial intelligence for content creation may impact 
how consumers value our editorial content and their need for our marketing services. Any of the foregoing could materially and adversely affect our 
business, results of operations or financial condition.
 
Certain of our third-party service providers and customers are highly regulated financial institutions, and the federal and state laws related to financial 
services could have a direct or indirect materially adverse effect on our business.
 
In November 2021, we acquired the stock of CreditIQ, Inc., a privately held, automotive financial technology ("fintech") platform that provides instant 
online loan screening and approvals to facilitate online car buying. Although we do not provide financial products, we have entered into agreements with 
partners and customers to provide a marketplace, automobile financing products to our consumers, including products that may involve a credit application 
or access to consumer credit scores. Our partners may be subject to extensive federal and state laws and regulations related to the provision of financial 
services. We cannot guarantee that relevant regulatory authorities or third parties will not take the position that some of the regulations applicable to 
financial product providers, or to the manner in which such products are advertised or sold, apply to our platforms or business. If our products or services 
are determined to fall within the scope of those laws or regulations, we or our partners may be required to implement new measures to comply with these 
laws and regulations, which could be costly, or be required to discontinue or limit the offering of certain products or services in affected jurisdictions. 
Additionally, if our products or services are determined not to comply with relevant regulatory requirements, we or our partners could be subject to 
possibly significant civil and criminal penalties, including fines, or the award of significant damages in class action or civil litigation, as well as orders 
interfering with our ability to continue providing our products and services in certain jurisdictions. Even without a determination that our products or 
services fall within the scope of these laws or regulations, if any of our current or prospective partners is uncertain about the applicability of those laws and 
regulations to our business, the partners may terminate their business with us, or we could have difficulty attracting new partners, which would adversely 
affect our future growth. Any or all of these adverse effects could result in substantial negative publicity, increased regulatory scrutiny, decreased revenues, 
increased expenses and decreased profitability. 
 
Risks Related to Environmental Laws and Climate Change Impacts
 
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.
 
Climate change poses both physical and transitional risks to Cars Commerce, which may affect our operations, financial performance and reputation. Cars 
Commerce conducted a climate risk assessment to better understand the types of climate-related risks that are most salient for our business. This 
assessment reviewed our exposure to these risks as well as the systems in place to manage these risks. During the climate risk assessment, we identified a 
series of climate-related challenges that may pose material, financial risks to our business operations and financial performance. These include physical 
risks from extreme weather events such as floods, droughts, wildfires and storms, which can damage our assets and disrupt our operations. Regulatory risks 
resulting from changes in laws and regulations on climate change may increase our compliance costs and limit our ability to operate. Additionally, 
transition risks include the shift to a low-carbon economy which may affect the demand for our products and services. Finally, reputational risks also exist 
related to the increased public scrutiny of our environmental impact and our response to climate change at the enterprise level.
 
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.

 
11
 
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance 
considerations relating to our business, including climate change and greenhouse gas ("GHG") emissions, human capital and diversity, equity and 
inclusion. Cars Commerce makes statements about its environmental, social and governance goals and initiatives through information provided on its 
website, press releases and other communications. Responding to these environmental, social and governance considerations and implementation of these 
goals and initiatives involves risks and uncertainties, requires investments, and are impacted by factors that may be outside our control. In addition, some 
stakeholders may disagree with Cars Commerce’s goals and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also 
may have very different views on where environmental, social and governance focus should be placed, including differing views of regulators in various 
jurisdictions in which we operate. Any failure, or perceived failure, by Cars Commerce to achieve its goals, further its initiatives, adhere to its public 
statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder 
expectations and standards could result in legal and regulatory proceedings against Cars Commerce and materially adversely affect our business, 
reputation, results of operations, financial condition and stock price. 
 
Strategic and Competitive Risks
 
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 face significant competition to attract consumers and customers from companies that provide listings, information, lead generation, websites, 
automotive appraisals, online loan screening and approvals, marketing and car-buying services designed to reach consumers and enable dealers to reach 
consumers. We also compete with many of our competitors for a share of a dealer’s overall marketing budget. To the extent that car dealers view 
alternative solutions to be superior, we may not be able to maintain or grow the number of dealers in our network. In addition, new competitors may enter 
the online automotive retail industry with competing products and services.
 
Our competitors could significantly impede our ability to expand our network of dealers and consumer reach. Our competitors may also develop and 
market new technologies that make our existing or future products and services less competitive, unmarketable or obsolete. In addition, if competitors 
develop products or services with similar or superior functionality to our solutions, we may need to decrease prices for our solutions to remain competitive. 
If we are unable to maintain our current pricing structure due to competitive pressures, our revenue may be reduced, and our operating results may be 
negatively affected.
 
Some of our larger competitors may be better able to respond more quickly with new technologies and to undertake more extensive marketing or 
promotional campaigns. In addition, to the extent that any of our competitors have existing relationships with dealers or OEMs for marketing or data 
analytics solutions, those dealers and automobile manufacturers may be unwilling to partner or continue to partner with us.
 
In addition, if any of our competitors were to merge or partner with another of our competitors, the change in the competitive landscape could materially 
and adversely affect our ability to compete effectively. Our competitors may also establish or strengthen cooperative relationships with our current or future 
third-party data providers, technology partners, or other parties with whom we have relationships, thereby limiting our ability to develop, improve and 
promote our solutions. We may not be able to compete successfully against current or future competitors, and competitive pressures 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.
 
Although the shift in advertising spending away from traditional advertising methods to digital advertising methods provides greater opportunity for us, 
competition to capture share of the total digital automotive advertising spend has increased and may continue to increase due to the attractive projected 
growth of digital automotive advertising spend, low barriers to entry in the online automotive marketplace and related digital automotive advertising 
markets.
 
We may face significant challenges in convincing our advertising customers, including national customers and OEMs, to expand their advertising on our 
sites and mobile applications in the face of growing competition, which could hurt our ability to grow our third-party advertising revenue. For example, 
there are a limited number of OEMs, most of which already advertise on our sites. To grow our advertising revenue from these OEMs, we may need to
capture a greater portion of such OEMs’ digital advertising budgets. In addition, if we experience a significant decrease in advertising spending by OEMs 
or other national customers for any reason, our revenue will decrease and our business, results of operations or financial condition may be materially and 
adversely affected.

 
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If we do not adapt to automated buying strategies, our display advertising revenue could be adversely affected.
 
The majority of the OEM display advertising purchased by our national, regional and related customers (e.g., insurance and finance customers) is still done 
manually via insertion orders. However, customers have recently shifted away from buying media directly from premium publishers and increasingly are 
buying their target audiences via ad exchanges across the broader Internet. While we have grown our programmatic revenue, are developing new 
programmatic ad products, and are redesigning our ad delivery technology stack, we may not adapt quickly enough and may lose display advertising 
revenue as a result. Due to the concentrated number of OEM and national customers, our OEM and national advertising business can be materially 
impacted by shifts in media strategy, marketing strategies, agency changes and our customer’s financial results. These changes may occur independent of 
the products and value we are providing to those customers. In addition, the increasing use of ad blockers may reduce the quantity or types of display ads 
and the shift away from the use of third-party cookies may impact the information collected for advertisements.
 
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.
 
We continue to expand, enhance and improve the nature and scope of our solutions offerings to enter into complementary markets and have expanded to 
incorporate digital solutions that use social, mobile and web-based technologies. Our ability to effectively offer a wide range of business solutions depends 
on our ability to attract existing or new customers to our new offerings. The market for solutions is highly competitive. We cannot be certain that our new 
offerings will effectively meet our customer’s needs or that we will be able to attract customers to these service offerings. The inherent difficulty of 
developing or implementing new solution offerings and significant competition in the markets for these solutions may affect our ability to market these 
services successfully.
 
Our growth strategy will also increase demands on our management, operational and financial information systems and other resources. To accommodate 
our growth, we will need to continue to implement operational and financial information systems and controls, and increase, train, manage and motivate 
our employees. Our workforce, information systems, procedures or controls may not adequately support our growth strategy or our operations in the future. 
Failure to retain strong management, implement operational and financial information systems and controls, or expand, train, manage or motivate our 
workforce, could lead to delays in developing and achieving expected operating results for these new offerings.
 
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.
 
One of our key operating strategies is to pursue targeted acquisitions that enhance our platform strategy. These acquisitions involve inherent risks, such as 
potentially increasing leverage and debt service requirements and combining company cultures and facilities, which could have a material and adverse 
effect on our business, results of operations or financial condition and could strain our human capital resources. We may also be unable to successfully 
implement effective cost controls or achieve expected synergies as a result of an acquisition. Acquisitions may result in our assumption of unexpected 
liabilities, the integration of separate organizations, the unanticipated incompatibility of systems and operating methods, negative impacts on employee 
morale and performance as a result of job changes and reassignments, unforeseen difficulties in operating businesses we have not operated before and the 
diversion of management’s attention from the operation of our core business. Acquisitions may also result in greater exposure to the industry risks of the 
businesses underlying the acquisition and possible tax costs and inefficiencies. Strategic investments and partnerships with other companies expose us to 
the risk that we may not be able to control the operations of our investee or partnership, which could decrease the value of benefits we realize from a 
particular relationship. We are also exposed to the risk that our partners in strategic investments and infrastructure may encounter financial difficulties that 
could lead to disruption of investee or partnership activities, or impairment of assets acquired, which could adversely affect future reported results of 
operations and stockholders’ equity. Acquisitions may subject us to new or different regulations or tax consequences which could have an adverse effect on 
our operations.
 
In addition, we may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our 
acquisitions. In November 2021, we acquired CreditIQ, a privately held, automotive fintech platform that provides instant online loan screening and 
approvals to facilitate online car buying. In March 2022, we completed the acquisition of certain assets and assumed certain liabilities of AccuTrade, 
Galves Market Data and MADE Logistics (collectively, "AccuTrade"), which added real-time, VIN-specific appraisal and valuation data, instant 
guaranteed offer capabilities and logistics technology to our portfolio of dealer offerings. Continued achievement of our transaction synergies and our 
ability to grow the AccuTrade and CreditIQ businesses and the revenue associated with it depend on a number of factors, including, but not limited to 
successfully integrating AccuTrade and CreditIQ into the Cars Commerce platform and solution offerings, expanding dealer and consumer adoption, 
securing lenders who will pay for lead generation and dealers honoring pre-approved loans. If our anticipated transaction synergies do not fully materialize 
and/or the AccuTrade or CreditIQ businesses fails to continue to grow at the rate we expect, our revenue and business would be harmed. 
 

 
13
On November 1, 2023, we acquired D2C Media, a leading automotive technology and digital solutions provider in Canada and on January 23, 2025, we 
acquired Dealer Club, Inc. ("DealerClub"), an emerging dealer-to-dealer digital wholesale auction platform. As part of the acquisitions, we must integrate 
two previously independently operated businesses. We may have difficulty addressing possible differences in corporate culture, management philosophies, 
businesses, processes and systems, or inconsistencies in standards, controls, procedures, practices, policies and compensation. Failure to successfully 
integrate D2C Media or DealerClub could impact the anticipated benefits of the acquisitions, result in increased costs or decreases in the amount of 
expected revenue and could materially adversely affect our business, financial condition and results of operations. 
 
We may also be unable to obtain financing necessary to complete acquisitions on attractive terms or at all. If we raise additional funds through future 
issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could 
have rights, preferences and privileges superior to those of holders of our common stock. Future equity financings could also decrease our earnings per 
share and the benefits derived from such new ventures or acquisitions might not outweigh or exceed their dilutive effect. Any additional debt financing we 
secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more 
difficult for us to obtain additional capital or to pursue business opportunities.
 
Risks Related to Technology
 
The value of our assets or operations may be diminished if our information technology systems fail to perform adequately.
 
Our information technology systems are critically important to operating our business efficiently and effectively. Our brand, reputation and ability to attract 
consumers and customers depend on the reliability of our technology platforms and the ability to continuously deliver content. Interruptions in our 
information technology systems, whether due to system failures, cybersecurity incidents, computer viruses, physical or digital break-ins, capacity 
constraints, power outages, local or widespread Internet outages, telecommunication breakdowns or other uncontrollable events, could affect the security or 
availability of products on our sites or our mobile applications or prevent or inhibit the ability of consumers to access our marketplace, websites or other 
products. The failure of our information technology systems to perform as anticipated could disrupt our business and result in transaction errors, processing 
inefficiencies, decreased use of our sites or mobile applications and loss of traffic, customers and revenue. Moreover, we strive to continually upgrade and 
enhance our technology. The failure to complete an upgrade or enhancement as planned, or an unexpected result of a technology upgrade, could affect the 
security or availability of our products and services and could lead to loss of traffic, customers and revenue. 
 
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.
 
The Internet and electronic commerce are characterized by rapid technological change, changes in consumer and customer requirements and expectations, 
frequent new service and product introductions incorporating new technologies, including mobile applications, generative artificial intelligence and the 
emergence of new industry standards and practices that could render our existing sites, mobile applications and technology obsolete. These market 
characteristics are intensified by the emerging nature of the market and the fact that many companies are expected to introduce new products and services 
in the near future. If we are unable to adapt to changing technologies, our business, results of operations or financial condition may be materially and 
adversely affected.
 
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. 
 
Our business relies on the collection, use and analysis of third-party data, including large amounts of inventory, vehicle and consumer information, and 
integrations with third-party systems, such as inventory management systems, customer relationship management systems and dealer management systems, 
for the benefit of our car buying consumers and customers. We use information about automobiles, inventory, ownership history and pricing from third 
parties, including OEMs, dealers and others, in various aspects of our business. We also partner with social media platforms, such as Facebook and 
Instagram, to leverage our valuable audience data to serve native advertisements and display real-time inventory for both dealers and OEMs to in-market 
car shoppers. If the third parties are unable or unwilling to provide data or services, restrict our use of data, experience difficulty meeting our requirements 
or standards, or revoke or fail to renew our licenses or partnerships, we could have difficulty operating key aspects of our business. In addition, if these 
third-party service providers were to cease operations, temporarily or permanently, face financial distress or other business disruption or increase their fees, 
or if our relationship with these providers were to deteriorate, we could suffer increased costs and delays in our 

 
14
ability to provide our products to consumers and customers until a comparable provider is identified or until we develop replacement technology or 
operations.
 
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.
 
Certain of our key metrics, such as the number of our unique visitors and our traffic, are measured with third-party tools. While these numbers are based on 
what we believe to be reasonable calculations for the applicable periods of measurement, measurement methodologies exhibit a level of accuracy risk 
because of a variety of factors. For example, we have discovered that portions of our traffic have been attributable to non-human traffic. Because this non-
human traffic generally exhibits detectable anomalous patterns, our reported traffic metrics for impacted periods reflects an adjustment to remove non-
human traffic. We expect to continue to make similar adjustments in the future if we determine that our traffic metrics are materially impacted by invalid 
traffic. 
 
There are also inherent challenges in measuring usage across our large consumer base. For example, because these metrics are based on consumers with 
unique cookies, an individual who accesses our website from multiple devices with different cookies may be counted as multiple unique visitors, and 
multiple individuals who access our website from a shared device with a single cookie may be counted as a single unique visitor. In addition, although we 
use technology designed to block low quality traffic, we may not be able to prevent all such traffic, and such technology may have the effect of blocking 
some valid traffic. Further, consumers may have the ability to change privacy settings and opt-out of certain features, which could reduce the quality of 
data we receive. For these and other reasons, our traffic and unique visitor metrics may not accurately reflect the number of people actually using our 
platform.
 
Our measures of traffic and other key metrics may differ from estimates published by third parties (other than those whose data we use to calculate our key 
metrics) or from similar metrics of our competitors. We continually seek to improve our ability to measure these key metrics, and regularly review our 
processes to assess potential improvements to their accuracy. However, the improvement of our tools and methodologies could cause inconsistency 
between current data and previously reported data. 
 
Additionally, as both the industry in which we operate and our business continue to evolve, so too might the metrics by which we evaluate our business. 
We may revise or cease reporting metrics if we determine such metrics are no longer accurate or appropriate measures of our performance. If our audience, 
customers and stockholders do not perceive our metrics to be accurate representations, or if we discover material inaccuracies in our metrics, our reputation 
may be harmed.
 
Risks Related to Data Privacy and Security
 
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.
 
Like other technology-based businesses, our platform may be subject to attacks from computer viruses, break-ins, phishing attacks, ransomware attacks, 
unauthorized use, attempts to overload services with denial-of-service and other attacks. Any attack or disruption could negatively impact our ability to 
attract new consumers, dealers or customers and could deter current consumers, dealers or customers from using our solutions, or subject us to lawsuits, 
regulatory fines or other action or liability.
 
•
Availability: We rely on technology systems’ availability to deliver services to consumers, dealers, OEMs, employees and partners. If we 
experience a disruption that results in performance or availability degradation, up to and including the complete shutdown of our sites or 
mobile applications, revenue could be impacted and consumers, dealers or customers may lose trust and confidence in us, decrease their use 
of our solutions or stop using our solutions entirely.
 
•
Data Protection (Consumers/Dealers/OEMs): We process, store, share and disclose certain limited personal information and other data 
provided by consumers, dealers and OEMs, including names, addresses and certain location information used in geo-fencing. Failure to 
protect consumer or customer data or to provide consumers or customers with appropriate notice of our privacy practices, could negatively 
impact our reputation and competitive position, and could result in litigation with third parties, and liabilities imposed by federal and state 
regulatory agencies or courts. In addition, we could be subject to evolving laws and regulatory standards that impose data use obligations, 
data breach notification requirements, specific data security obligations, restrictions on solicitation or other consumer privacy-related 
requirements.
 
•
Data Protection (Internal): We process and store company information that may be considered sensitive or valuable intellectual property in 
the normal operations of human resources, finance, legal, marketing, software development, product management, mergers and acquisitions 
and other business functions. Failure to protect sensitive company information or 

 
15
intellectual property may result in loss of competitive advantage, reputation damage, direct and indirect costs and other liabilities. Failure to 
protect material financial information including financial performance and merger and acquisition data could also subject us to liabilities 
imposed by federal and state regulatory agencies or courts. 
 
We rely on, among other security measures, firewalls, anti-malware, intrusion prevention systems, distributed denial-of-service mitigation services, web 
content filtering, encryption and authentication technology licensed from third parties. We also depend on the security of our networks and partially on the 
security of our third-party service providers.
 
Although we believe that our resiliency planning and security controls are appropriate to our exposures to system outages, service interruptions, security 
incidents and breaches, there is no guarantee that these plans and controls will prevent all such incidents. Techniques used to disable or degrade service or 
gain unauthorized access to systems or data change frequently and may not be recognized until damage is detected. We maintain cyber risk insurance, but 
this insurance may not be sufficient to cover all losses from any future disruption, security incident or breach. Despite our resiliency planning and security 
controls, if our technology systems, or those of our third-party providers, are damaged, breached, interrupted, or cease to function properly for any reason, 
and, if our resiliency planning and security controls do not effectively resolve the incident on a timely basis, we may suffer interruptions in our ability to 
manage or conduct business and we may be exposed to reputational, competitive and business harm as well as litigation and regulatory action, which may 
materially and adversely impact our business, financial condition, or results of operations.
 
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 would decrease, which may harm our business and operating 
results. 
 
Digital advertising relies on the ability to uniquely identify devices across websites and applications and to collect data about user interactions to attribute. 
We use unique identifiers stored in third-party cookies provided by device operating systems for advertising purposes, including off-site marketing, 
tracking consumer actions on customers’ websites, providing relevant ads, optimizing and measuring the effectiveness of advertising on our platform, and 
communicating with or understanding the identity of consumers. We provide consumers the ability to adjust their settings with respect to the use and 
deployment of third-party cookies on their devices.
 
The most commonly used Internet browsers—Chrome, Firefox and Safari—allow Internet users to modify their browser settings to block third-party 
cookies. Additionally, some browsers currently, or may in the future, block or limit some third-party cookies by default or may implement user control 
settings that block or limit some cookies. Some Internet users also download free or paid ad-blocking software that prevents third-party cookies from being 
stored on a user’s computer. Mobile devices using Android and iOS operating systems limit the ability of cookies, or similar technology, to track 
consumers while they are using applications other than their web browser on the device. 
 
In addition, state, federal and international governmental authorities continue to evaluate the privacy implications inherent in the use of cookies and other 
tracking technologies and have enacted or are considering enacting laws or regulations that could significantly restrict the ability of companies to use third-
party cookies and other online tracking technologies.
 
Increased restriction of the use of third-party cookies and other tracking technologies and any decline of cookies or similar online tracking technologies as a 
means to identify and potentially target users, could limit our ability to effectively retain existing customers or acquire new customers, reduce the efficacy 
of our off-site marketing solutions and consequently, materially adversely affect our business, financial condition 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.
 
Most customers rely on tools that measure the effectiveness of their ad campaigns in order to allocate their advertising spend among various formats and 
platforms. If we are unable to measure the effectiveness of advertising on our platform or are unable to convince customers that our platform should be part 
of a larger advertising budget, our ability to increase the demand and pricing of our advertising products and maintain or scale our revenue may be limited. 
Our tools may be less developed than those of other platforms with which we compete for advertising spend. Therefore, our ability to develop and offer 
tools that accurately measure the effectiveness of a campaign on our platform is critical to our ability to attract new customers and retain and increase spend 
from our existing customers.
 
We are continually developing and improving these tools and such efforts have required and are likely to continue to require significant time, resources and 
additional investment, and in some cases, we have relied on and may in the future rely on third parties to provide data and technology needed to provide 
certain measurement data to our customers. If we cannot continue to develop and improve our advertising tools in a timely fashion, those tools are 
unreliable, or the measurement results are inconsistent with customer goals, our advertising revenue could be adversely affected.

 
16
 
Developers may release additional technology that further inhibits our ability to collect data that allows us to measure the effectiveness of advertising on 
our platform. Any other restriction, whether by law, regulation, policy (including third-party policies) or otherwise, on our ability to collect and share data 
which our customers find useful, our ability to use or benefit from tracking and measurement technologies, including cookies, or that further reduces our 
ability to measure the effectiveness of advertising on our platform would impede our ability to attract, grow and retain customers. Customers and other 
third parties who provide data that helps us deliver personalized, relevant advertising may restrict or stop sharing this data. If they stop sharing this data 
with us, it may not be possible for us to collect this data within the product or from another source.
 
We rely heavily on our ability to collect and share data and metrics to help new and existing customers understand the performance of advertising 
campaigns. If customers do not perceive our metrics to be accurate representations of our consumer base and consumer engagement or if we discover 
inaccuracies in our metrics, they may be less willing to allocate their budgets or resources to our platform, which could harm our business, revenue and 
financial results.
 
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. 
 
We operate in a regulatory climate in which there is uncertainty as to the applicability of various laws and regulations related to our business. Our business 
could be significantly affected by different interpretations or applications of existing laws or regulations, future laws or regulations, including changes to
the corporate tax rate or actions or rulings by judicial or regulatory authorities.
 
Our operations may be subject to adoption, expansion or interpretation of various laws and regulations, and compliance with these laws and regulations 
may require us to obtain licenses at an undeterminable and possibly significant expense. Similarly, state tax authorities could take aggressive positions as to 
whether certain of our products are subject to sales and use taxes, leading to increased tax exposure. These additional expenditures may materially and 
adversely affect our future results of operations, whether directly through increasing future overhead or indirectly by forcing us to pass on these additional 
costs to our customers, making our solutions less competitive. There can be no assurances that future laws or regulations or interpretations or expansions of 
existing laws or regulations will not impose requirements on Internet commerce that could substantially impair the growth of e-commerce and adversely 
affect our business, results of operations or financial condition. The adoption of additional laws or regulations may decrease the efficacy of our offerings, 
restrict our present business practices, require us to implement costly compliance procedures or expose us and/or our customers to potential liability.
 
We may be considered to "operate" or "do business" in states where our customers conduct their businesses, resulting in possible regulatory action. If any 
state licensing laws were determined to be applicable to us and if we are required to be licensed and are unable to do so or are otherwise unable to comply 
with laws or regulations, we could be subject to fines or other penalties or be compelled to discontinue operations in those states. If any state’s regulatory 
requirements impose state-specific requirements on us or include us within an industry-specific regulatory scheme, we may be required to modify our 
marketing programs in that state in a manner that may undermine such program’s attractiveness to consumers or customers. Alternatively, if we determine 
that the licensing and related requirements are overly burdensome, we may elect to terminate operations in that state.
 
All states comprehensively regulate vehicle sales and lease transactions and include strict licensure requirements for dealers (and, in some states, brokers) 
and vehicle advertising. We believe that most of these laws and regulations specifically apply only to traditional vehicle purchase and lease transactions, 
not Internet-based lead referral programs like ours. If we determine that the licensing or other regulatory requirements in a state are applicable to us or to a 
particular marketing services program, we may elect to obtain the required licenses and comply with applicable regulatory requirements. However, if 
licensing or other regulatory requirements are overly burdensome, we may elect to terminate operations or particular marketing services programs in that 
state or elect to not introduce particular marketing services programs in that state. As we introduce new services, we may incur additional costs associated 
with additional licensing regulations and regulatory requirements.
 
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.
 
Litigation regarding intellectual property rights is common in the Internet and technology industries. We expect that Internet technologies and software 
products and services may be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the 
functionality of products in different industry segments overlaps. Our ability to 

 
17
compete depends upon our proprietary systems and technology. While we rely on intellectual property laws, confidentiality agreements and technical 
measures to protect our proprietary rights, we believe that the technical and creative skills of our personnel, continued development of our proprietary 
systems and technology, brand name recognition and reliable website maintenance are essential in establishing and maintaining a leadership position and 
strengthening our brands. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or obtain 
and use information that we regard as proprietary. Policing unauthorized use of our proprietary rights is difficult and may be expensive. We can provide no 
assurance that the steps we take will prevent misappropriation of technology or that the agreements entered into for that purpose will be enforceable. 
Effective trademark, service mark, patent, copyright and trade secret protection may not be available when our products and services are made available 
online. In addition, if litigation becomes necessary to enforce or protect our intellectual property rights or to defend against claims of infringement or 
invalidity, such litigation, even if successful, could result in substantial costs and diversion of resources and management attention. We also cannot provide 
any assurance that our products and services do not infringe on the intellectual property rights of third parties. Claims of infringement, even if unsuccessful, 
could result in substantial costs and diversion of resources and management attention. If unsuccessful, we may be subject to preliminary and permanent 
injunctive relief and monetary damages, which may be trebled in the case of willful infringements.
 
General Risks
 
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.
 
We are a virtual first workforce with a limited history of operating in this environment. Although we anticipate that our shift to a virtual first work model 
will have a long-term positive impact on our financial results and business operations, the impact remains uncertain. Additionally, there is no guarantee that 
we will realize any anticipated benefits to our business, including any cost savings, operational efficiencies or productivity. Our virtual first business model 
could make it increasingly difficult to manage our business and adequately oversee our employees and business functions, potentially resulting in harm to 
our company culture, increased employee attrition and the loss of key employees. We may also experience an increased risk of privacy and data security 
breaches involving our data. Any of these factors could adversely affect our financial condition and operating results.
 
Our ability to operate effectively could be impaired if we fail to attract and retain our key employees.
 
Our success depends, in part, upon the continuing contributions of our executive officers, including our Chief Executive Officer and other key employees, 
and our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees, such as individuals with technical skills in a 
rapidly changing technological environment. Additionally, as the workforce landscape changes due to the shift to a virtual first environment, we must 
compete to attract and retain employees. All of our employees including our executive officers can terminate their employment with us at any time. We do 
not maintain key person life insurance policies on any of our employees. The loss of the services of any of our key employees or the failure to attract or 
replace qualified employees may have a material and adverse effect on our business.
 
Adverse results from litigation or governmental investigations could impact our business practices and operating results.
 
We face potential liability and expense for legal claims relating to the information that we publish on our sites and mobile applications, including claims for 
defamation, libel, negligence and copyright or trademark infringement, among others. We may be subject to claims based on the advertising of our 
business. Any such claims that we face in the future could divert management time and attention away from our business and result in significant costs to 
investigate and defend, regardless of the merits of the claims. In some instances, we may elect or be compelled to remove content or may be forced to pay 
substantial damages if we are unsuccessful in our efforts to defend against these claims. If we elect or are compelled to remove valuable content from our 
sites or mobile applications, our platforms may become less useful to consumers and our traffic may decline.
 
The value of our existing goodwill and intangible assets may become impaired depending upon future operating results.
 
Our goodwill and other intangible assets were approximately $729.0 million as of December 31, 2024, representing approximately 66% of our total assets. 
We evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values may no longer be recoverable, in which 
case a charge to earnings may be necessary. Any future evaluations requiring an asset impairment charge for goodwill or other intangible assets would 
adversely affect future reported results of operations and stockholders’ equity, although such charges would not affect our cash flow.
 

 
18
Risks Relating to our Common Stock
 
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.
 
In February 2025, our Board of Directors authorized a share repurchase program to acquire up to $250.0 million of our common stock over a three-year 
period. Under the share repurchase program, Cars Commerce can repurchase shares from time to time in open market transactions or through privately 
negotiated transactions in accordance with applicable federal securities laws and regulations. The timing and amounts of any purchases under the share 
repurchase program is dependent upon a variety of factors, including market conditions, price, regulatory requirements and other corporate considerations, 
as determined by Cars Commerce’s Board of Directors and management. The share repurchase program may be extended, suspended or discontinued at 
any time.
 
Any purchases under the share repurchase program could affect our stock price and increase its volatility. The existence of a share repurchase program 
could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our 
stock. Additionally, repurchases under our share repurchase program will diminish our cash reserves, which could strain our liquidity, could impact our 
ability to pursue possible future strategic opportunities and acquisitions and could result in lower overall returns on our cash balances. There can be no 
assurance that any further stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at 
which we repurchased shares of stock. Although our share repurchase program is intended to enhance long-term stockholder value, short-term stock price 
fluctuations could reduce the program’s effectiveness.
 
We do not expect to pay any cash dividends for the foreseeable future.
 
We intend to retain future earnings to finance and grow our business or fund share repurchases. As a result, we do not expect to pay any cash dividends for 
the foreseeable future. All decisions regarding the payment of dividends will be made by our Board of Directors from time to time in accordance with 
applicable law. There can be no assurance that we will have sufficient surplus under Delaware law to be able to pay any dividends at any time in the future.
 
Your percentage of ownership in the Company may be diluted in the future.
 
In the future, your percentage ownership in Cars Commerce may be diluted because of equity awards that we will be granting to our directors, officers and 
employees or otherwise as a result of equity issuances for acquisitions or capital market transactions. Such awards will have a dilutive effect on our 
earnings per share, which could adversely affect the market price of our common stock.
 
In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or 
series of preferred stock that have such designation, powers, preferences and other relative, participating, optional and special rights, including preferences 
over our common stock with respect to dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or 
series of preferred stock could dilute the voting power or reduce the value of our common stock. Similarly, the repurchase or redemption rights or 
liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. 
 
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 and Amended and Restated By-laws contain certain provisions that may discourage, delay or 
prevent a change in our management or control over Cars Commerce. For example, our Amended and Restated Certificate of Incorporation and Amended 
and Restated By-laws, collectively:
 
•
authorize the issuance of preferred stock that could be used by our Board of Directors to thwart a takeover attempt; 
 
•
provide that vacancies on our Board of Directors, including vacancies resulting from an enlargement of our Board of Directors, may be filled 
only by a majority vote of directors then in office; 
 
•
place limits on which stockholders may call special meetings of stockholders, and limit the actions that may be taken at such meeting; 
 
•
prohibit stockholder action by written consent; and 
 
•
establish advance notice requirements for nominations of candidates for elections as directors or to bring other business before an annual 
meeting of our stockholders.
 

 
19
These provisions could discourage potential acquisition proposals and could delay or prevent a change in control, even though a majority of stockholders 
may consider such proposal, if effected, desirable. Such provisions could also make it more difficult for third parties to remove and replace the members of 
our Board of Directors. Moreover, these provisions may inhibit increases in the trading price of our common stock that may result from takeover attempts 
or speculation. 
 
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 Amended and Restated Certificate of Incorporation provides that, unless our Board of Directors otherwise determines, 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, will be the sole and exclusive 
forum for any derivative action or proceeding brought on our behalf; any action asserting a claim for or based on a breach of a fiduciary duty owed by any 
of our current or former directors or officers to us or to our stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary 
duty; any action asserting a claim against us or any of our current or former directors or officers arising pursuant to any provision of the Delaware General 
Corporation Law (the "DGCL") or our Amended and Restated Certificate of Incorporation or Bylaws; any action asserting a claim relating to or involving 
us that is governed by the internal affairs doctrine; or any action asserting an "internal corporate claim" as such term is defined in the DGCL. This 
exclusive forum provision may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes 
with the Company or our current or former directors or officers, which may discourage such lawsuits. Alternatively, if a court outside of Delaware were to 
find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described 
above, we may incur additional costs associated with resolving such matters in other jurisdictions.
 
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.
 
Stockholders may from time to time attempt to affect changes, engage in proxy solicitations or advance stockholder proposals. Activist stockholders may 
make strategic proposals related to our business, strategy, management or operations or may request changes to the composition of our Board of Directors.
We cannot predict, and no assurances can be given as to, the outcome or timing of any such matters. In the event of a proxy contest, our business could be 
adversely affected. Responding to a proxy contest can be costly, time-consuming and disruptive, and can divert the attention of our management and 
employees from the operation of our business and execution of our strategic plan. Additionally, if individuals are elected to our Board of Directors with a 
specific agenda, it may adversely affect our ability to effectively implement our strategic plan and create additional value for our stockholders. Further, 
perceived uncertainties as to our future direction, including uncertainties related to the composition of our Board of Directors, may lead to the perception of 
instability or a change in the direction of our business, which may be exploited by our competitors, cause concern to current or potential customers, result 
in the loss of potential business opportunities, make it more difficult to attract and retain qualified employees and/or affect our relationships with vendors, 
customers and other third parties. Moreover, a proxy contest could cause significant fluctuations in the price of our common stock based on temporary or 
speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
 
Risks Relating to our Debt Agreements
 
Our debt agreements contain restrictions that may limit our flexibility in operating our business.
 
Our debt agreements contain various covenants that limit our flexibility in operating our businesses, including restrictions on certain types of transactions 
and a requirement that a portion of our cash flow from operations be used to service this debt, which reduces cash flow available for other corporate 
purposes, including capital expenditures and acquisitions. Subject to certain exceptions, these covenants restrict our ability and the ability of our 
subsidiaries to, among other things:
 
•
permit liens on current or future assets,
 
•
enter into certain corporate transactions,
 
•
incur additional indebtedness,
 
•
make certain payments or distributions,

 
20
 
•
dispose of certain property,
 
•
prepay or amend the terms of other indebtedness, and
 
•
enter into transactions with affiliates.
 
Increases in interest rates could increase interest payable under our variable rate indebtedness. 
 
Approximately 13.0% of our outstanding indebtedness as of December 31, 2024 includes variable rate indebtedness under our financing arrangements. As 
a result of this indebtedness, we are subject to interest rate risk. Our interest rates are based on a floating rate index, and changes in interest rates could 
increase the amount of our interest payments and thus negatively impact our future earnings and cash flows. If we do not have sufficient cash flow to make 
interest payments, we may be required to refinance all or part of our outstanding debt, sell assets, borrow additional money or sell securities, none of which 
we can guarantee we would be able to complete on acceptable terms or at all.
 
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 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. 
 
As a leveraged company, our ability to generate sufficient cash flow from operations to make scheduled payments on our debt will depend on a range of
economic, competitive and business factors, many of which are outside our control. Our business may not generate sufficient cash flow from operations to 
meet our debt service and other obligations, and currently anticipated cost savings and operating improvements may not be realized on schedule, or at all. If 
we are unable to meet our expenses and debt service and other obligations, we may need to refinance all or a portion of our indebtedness on or before 
maturity, sell assets or raise equity. We may not be able to refinance any of our indebtedness, sell assets or raise equity on commercially reasonable terms 
or at all, which could cause us to default on our obligations and impair our liquidity. Our inability to generate sufficient cash flow to satisfy our debt 
obligations or to refinance our obligations on commercially reasonable terms would have a material adverse effect on our business, financial condition, 
results of operations and cash flows.
 
Our indebtedness could also have other important consequences with respect to our ability to manage and grow our business successfully, including the 
following: 
•
it may limit our ability to borrow money for our working capital, capital expenditures, strategic initiatives, acquisitions or other purposes; 
•
it may make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations 
of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under our credit 
agreement and our other indebtedness; 
•
a portion of our cash flow from operations will be dedicated to the repayment of our indebtedness and so will not be available for other 
purposes;
•
it may limit our flexibility in planning for, or reacting to, changes in our operations or business, or in taking advantage of strategic 
opportunities; 
•
at times we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; 
•
it may make us more vulnerable to downturns in our business or the economy; 
•
it may restrict us from making strategic acquisitions or divestitures, introducing new technologies or exploiting business opportunities; and 
•
along with the financial and other restrictive covenants in the documents governing our indebtedness, among other things, may limit our 
ability to borrow additional funds, make acquisitions or capital expenditures, acquire or dispose of assets or take certain of the actions 
mentioned above, or adversely impact our ability to implement our capital allocation strategy (which includes paying dividends on our 
common stock), any of which could restrict our operations and business plans. 
 
Also, in spite of the limitations in our credit agreement, we may still incur significantly more debt, which could intensify the risks described above on our 
business, results and financial condition. For more information, see Note 7 (Debt) to the accompanying 

 
21
Consolidated Financial Statements included in Part II, Item 8., "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Item 1B. Unresolved Staff Comments. None.
Item 1C. Cybersecurity.
Risk Management and Strategy. The cybersecurity program at Cars Commerce is part of our enterprise risk management program. At Cars Commerce, we 
believe cybersecurity risk management is of the utmost importance. As a result, Cars Commerce has implemented an information security management 
system (the "ISMS") designed to protect our infrastructure from potential threats and to allow us to assess, identify and manage material risks from 
cybersecurity threats as described in more detail below. The ISMS supports the security safeguards that are designed to protect the confidentiality, integrity, 
availability, and contractual compliance of the Cars.com Inc. (d/b/a Cars Commerce, Inc.) entities, which include Cars.com LLC, Accu-Trade, LLC,
CreditIQ, LLC, DealerRater.com LLC and Dealer Inspire Inc. which is inclusive of the In-Market Video and NewCars brands. In addition, we engage with 
external resources to contribute to, and provide independent evaluation of, our existing cybersecurity practices. As a result, in 2023, Cars Commerce 
engaged an independent auditor to conduct an audit of the ISMS, and Cars Commerce completed the certification to meet International Organization for 
Standardization 27001 requirements for the above-stated entities. In October 2024, Cars successfully completed its ISO 27001 surveillance audit. In 
November 2023, Cars Commerce, through its subsidiary, completed the acquisition of D2C Media. During the due diligence, Cars Commerce completed an 
evaluation of its cybersecurity risk management process and plans to integrate D2C Media into the ISO 27001 certification process. 
Protect. Our employees are the first line of defense against cybersecurity incidents. As such, employees receive annual security awareness training to 
understand the behaviors and technical requirements necessary to protect information. We also conduct annual phishing awareness exercises to educate 
employees to recognize and report suspicious activity. We also use a combination of tools and in-house technologies to protect Cars Commerce, our 
employees and our customers, including but not limited to using only SOC 2 compliant hosting providers, anti-malware software, intrusion prevention 
systems, network and web application firewalls, multi-factor authentication, encryption, and remote access via virtual private network ("VPN") software.
Assess. In addition to in-house assessments, we engage with security and technology vendors to assess our information security and cybersecurity program 
and test our technical capabilities, including conducting penetration testing. We conduct risk assessments and audits to identify new risks and include any 
newly identified risks in remediation planning, as well as confirming that previously identified risks have been remediated. Identified risks are included in a 
central risk register and assigned an overall risk score. Risk levels are assigned based on a number of factors, including the nature of the risk and likelihood 
of exploitation. Lastly, we create remediation plans to bring unacceptable risks to an acceptable level. 
Identify. We use several methods to identify cybersecurity events, including, but not limited to, security alert tools, log monitoring by systems engineers 
working on operational incidents that are later determined to be security incidents, or suspicious activity reported directly by employees. Cars Commerce 
has developed security incident response procedures to (1) assess cybersecurity incidents, (2) identify and implement containment measures, (3) preserve 
evidence, (4) log response activities and (5) determine corrective actions to prevent similar incidents. 
Respond and Manage. When detected, suspected cybersecurity threats are escalated to the Information Security Team (as described below) in various
ways based on the nature of the cybersecurity incident, including but not limited to system engineer escalation, the Cars Commerce helpdesk and in-house 
and third-party security tools. Cars Commerce employees are also responsible for reporting any suspected cybersecurity or information security event that 
they observe or experience as soon as possible, by either contacting the Cars Commerce helpdesk, or the Information Security Team directly. The 
Information Security Team then creates a Security Incident Response Team ("SIRT") which, depending on the incident, is comprised of cybersecurity staff, 
Systems and Network Engineers, the Chief Technology Officer and the Chief Legal Officer, or other stakeholders as appropriate. The SIRT investigates 
and manages the impact of cybersecurity incidents in accordance with the security incident response procedures. 
Report. Following the conclusion of a security investigation, the SIRT prepares a report for the Information Security Governance Committee, as 
appropriate. The report includes information about the incident, details about the response and includes recommendations to prevent similar security events 
from occurring in the future. Additionally, the Information Security Team provides the Audit Committee and the Board with regular updates on 
cybersecurity matters, including recent cybersecurity threats and incidents and ongoing efforts to prevent, detect and respond to internal and external 
cybersecurity threats.
As of the date of this Report, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that 
have materially affected, or are reasonably likely to materially affect, Cars Commerce, including our business strategy, results of operations or financial 
condition. However, there can be no assurance that our cybersecurity prevention and mitigation efforts have been or will continue to prevent possible 
cybersecurity threats or whether a cybersecurity threat could have a material adverse 

 
22
effect on our business strategy, results of operations or financial condition. See "Risks Related to Technology" in "Risk Factors" of this Report.
The SEC adopted rules requiring the disclosure of material cybersecurity incidents. To ensure compliance with the SEC requirement, Cars Commerce has a 
review process to determine whether the impact of a cybersecurity threat is material and requires disclosure of the cybersecurity incident. In compliance 
with the SEC rule and Cars Commerce’s process, if such a cybersecurity incident occurs and the appropriate representatives from the Information Security 
Governance Committee determine that the cybersecurity incident is material, Cars Commerce will make the appropriate disclosures in a Current Report on 
Form 8-K within the required timeframe.
Governance. The Board of Directors provides strategic guidance regarding Cars Commerce’s overall risk oversight, including identification, management 
and mitigation of risk. The Board has delegated direct cybersecurity and information security risk oversight to the Audit Committee. Cars Commerce 
management provides the Audit Committee with regular updates at least quarterly regarding the effectiveness of Cars Commerce’s overall cybersecurity 
program and other cybersecurity related matters, which may include, Cars Commerce’s inherent cybersecurity risks, updates on recent cybersecurity threats 
and incidents, policies and practices, industry trends, regulatory developments, threat environment and vulnerability assessments and specific and ongoing 
efforts to prevent, detect and respond to internal and external cybersecurity threats. The Chair of the Audit Committee informs the Board of the outcome of 
these meetings through updates presented to the Board at regularly scheduled Board meetings.
At the management level, our CEO provides general management, oversight and mitigation of Cars Commerce’s risk. Our Chief Technology Officer and 
Senior Vice President of Information Security manage Cars Commerce’s Information Security function. The Information Security Team is composed of 
skilled professionals with relevant information and cybersecurity education, certifications and experience. The Information Security Team coordinates with 
the Cars Commerce Information Security Governance Committee, comprised of senior business leaders who support Cars Commerce’s Information 
Security Management System based on their area of expertise. Cars Commerce’s Information Security Team, in conjunction with the Information Security 
Governance Committee,  assesses and manages material risks from cybersecurity threats and provides management direction and support for information 
security. Working together the teams initiate and control the implementation and operation of information security within Cars Commerce.
Item 2. Properties. We do not own any material real property. Our principal executive offices are located in Chicago, Illinois. We also lease a production 
studio in Chicago, Illinois and administrative offices in Canada. We terminated our Naperville, Illinois office lease effective February 2024.
Item 3. Legal Proceedings. 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 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. We hereby incorporate by reference Note 10 (Commitments and Contingencies) to the Consolidated 
Financial Statements included in Part II, Item 8. "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures. None.

 
23
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is 
listed on the NYSE under the symbol "CARS." Based on reports by our transfer agent for our common stock, as of February 20, 2025, there were 3,914 
holders of record of our common stock. 
 
Cumulative Stockholder Return Graph. The following graph shows the cumulative total stockholder return for our common stock for each of the last five 
fiscal years ended December 31, 2024. The graph also shows the cumulative returns of Standard and Poor’s ("S&P") SmallCap 600 Index and Research 
Data Group’s ("RDG") Internet Composite Index, both of which we are a member. The comparison assumes $100 was invested on December 31, 2019 in 
our common stock and each index.
 
 
Purchases of Equity Securities by Issuer. Our share repurchase activity for the three months ended December 31, 2024 is as follows:
 
Period
Total Number of Shares 
Purchased 
 
Average Price 
Paid per Share  
Total Number of Shares 
Purchased as Part of Publicly 
Announced Plans or Programs 
 
Maximum Dollar Value of Shares that 
May Yet Be Purchased Under the 
Plans or Programs (in thousands)
 
 October 1 through October 31, 2024
 
365,532   $
15.85    
365,532   $
78,245  
 November 1 through November 30, 2024
 
257,566    
18.38    
257,566    
73,511  
 December 1 through December 31, 2024
 
152,357    
19.46    
152,357    
70,546  
 
 
775,455    
   
775,455    
 
 
(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)
In February 2022, our Board of Directors authorized a three-year share repurchase program to acquire up to $200.0 million of our common stock that expires on 
February 21, 2025. In February 2025, our Board of Directors authorized a three-year share repurchase program to acquire up to $250.0 million of our common stock 
that expires on February 24, 2028. 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 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 Board of Directors’ authorized value to be spent after each month's repurchases. 
 
Dividends. We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the 
foreseeable future. Any future determination to pay dividends on our common stock will be made by the Board of Directors and will depend upon, among 
other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that the Board of Directors 
may deem relevant. In addition, the terms of our credit facilities contain restrictions on our ability to declare and pay cash dividends on our capital stock.
(1)
(1)
(2)
 (3)

 
24
 
Recent Sales of Unregistered Securities. None.
 
Use of Proceeds from Registered Securities. None.
 
Item 6. [Reserved] 
 

 
25
Item 7. 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 Consolidated 
Financial Statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis also contains forward-looking 
statements and should also be read in conjunction with the disclosures and information contained in "Note About Forward-Looking Statements" and "Risk
Factors" in this Annual Report on Form 10-K.
 
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, solutions and machine learning model-driven artificial intelligence technologies that span pretail, retail and 
post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around four industry-leading 
brands: our flagship automotive marketplace and dealer reputation site Cars.com, award-winning digital retail technology and marketing services from 
Dealer Inspire and D2C Media, essential trade-in and appraisal technology from AccuTrade, and exclusive in-market media solutions from the Cars 
Commerce Media Network.
 
Overview of Results. 
 
 
 
Year Ended December 31,
 
(In thousands)
 
2024
 
 
2023
 
 
2022
 
Revenue
  $
719,152    $
689,183    $
653,876 
Net income 
   
48,188     
118,442     
17,206 
 
(1)
Net income for the year ended December 31, 2023 is primarily related to the release of a significant portion of our valuation allowance for deferred tax assets that had 
been recorded as a result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 14 (Income Taxes) to the 
accompanying Consolidated Financial Statements included in Part II, Item 8. "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
 
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. Annual information regarding Traffic, Average Monthly Unique 
Visitors ("UVs") and Monthly Average Revenue Per Dealer ("ARPD") is as follows (Traffic and Average Monthly Unique Visitors in thousands):
 
 
Year Ended December 31,
   
 
 
 
2024
   
2023
   
% Change
 
Average Monthly Unique Visitors
 
25,517     
26,421     
(3)%
Traffic
 
627,556     
614,798     
2%
Monthly Average Revenue Per Dealer - Annual
$
2,483    $
2,486     
(0)%
 
Quarterly information regarding our Dealer Customers and ARPD is as follows:
 
 
December 31, 2024
   
December 31, 2023
   
YoY %
Change
 
 
September 30, 2024
   
QoQ %
Change
 
Dealer Customers
 
19,206     
19,504     
(2)%    
19,255     
(0)%
Monthly Average Revenue Per Dealer - Quarterly
$
2,475    $
2,523     
(2)%   $
2,478     
(0)%
 
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 when a user first 
visits an individual Cars.com property on an individual device/browser combination or installs 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, 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 measured UVs and Traffic via Adobe Analytics through the year ended December 31, 2023. As of January 1, 2024, we began to measure 
UVs and Traffic via RudderStack, which we 
(1)

 
26
believe better aligns to our product and technology platform and provides improved visibility into our UVs and Traffic. Prior period UVs and Traffic 
information has not been recast, as it is impracticable to do so. These metrics do not include traffic to Dealer Inspire or D2C Media websites.
 
UVs decreased 3% year-over-year for the year ended December 31, 2024, primarily driven by normalizing demand from consumers due to increased 
vehicle inventory levels, continued elevated prices and higher interest rates, partially offset by shifts in our marketing mix. Additionally, UVs for the year 
ended December 31, 2023 benefited from Q1 2023 being our highest quarter ever for UVs.
 
Traffic increased 2% year-over-year for the year ended December 31, 2024, primarily driven by the shift to RudderStack, higher repeat visitation and 
optimization of our user acquisition strategy, partially offset by shifts in our marketing mix. 
 
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, during the period divided by the monthly average number of Dealer Customers during the same period. Beginning December 
31, 2023, this key operating metric includes D2C Media.
 
ARPD for the annual period of 2024 remained flat compared to the annual period 2023.
 
For the three months ended December 31, 2024, ARPD decreased 2% compared to the three months ended December 31, 2023, primarily due to the impact 
of one additional month of D2C Media. For the three months ended December 31, 2024, ARPD remained flat compared to the three months ended 
September 30, 2024. 
 
Dealer Customers. Dealer Customers represent dealerships subscribed to 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. Beginning December 
31, 2023, this key operating metric includes D2C Media. 
 
Dealer Customers decreased 2% from December 31, 2023, primarily due to normalizing dealer profitability given increased inventory, which we believe to 
be influenced by higher flooring expense for our dealer customers. 
 
Dealer Customers remained flat from September 30, 2024.
 
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 the most engaged in-
market audience, growing our dealer customers, expanding our relationship with dealers through greater adoption of our platform, unlocking the cross-sell, 
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 machine learning model 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, instant guaranteed offer capabilities and logistics technology. 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.
 

 
27
Results of Operations. 
 
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
 
 
   
 
   
 
 
(In thousands, except percentages)
2024
   
2023
   
$ Change
   
% Change
 
Revenue:
     
     
 
   
 
 
Dealer
$
640,722    $
621,661    $
19,061     
3%
OEM and National
 
65,894     
55,904     
9,990     
18%
Other
 
12,536     
11,618     
918     
8%
Total revenue
 
719,152     
689,183     
29,969     
4%
Operating expenses:
     
     
 
   
 
 
  Cost of revenue and operations
 
124,332     
122,205     
2,127     
2%
  Product and technology
 
113,931     
99,584     
14,347     
14%
  Marketing and sales
 
231,502     
235,471     
(3,969)    
(2)%
  General and administrative
 
88,707     
76,807     
11,900     
15%
  Depreciation and amortization
 
107,182     
101,000     
6,182     
6%
Total operating expenses
 
665,654     
635,067     
30,587     
5%
Operating income
 
53,498     
54,116     
(618)    
(1)%
Nonoperating expense:
     
     
 
   
 
 
Interest expense, net
 
(32,197)    
(32,425)    
228     
(1)%
Other income (expense), net
 
40,562     
(3,586)    
44,148   
***
 
Total nonoperating income (expense), net
 
8,365     
(36,011)    
44,376   
***
 
Income before income taxes
 
61,863     
18,105     
43,758   
***
 
Income tax expense (benefit)
 
13,675     
(100,337)    
114,012   
***
 
Net income
$
48,188    $
118,442    $
(70,254)    
(59)%
*** Not meaningful
 
Dealer revenue. Dealer revenue is typically subscription-oriented and consists of marketplace, digital experience, including website solutions and 
AccuTrade, and media products sold to dealer customers. Dealer revenue is our largest revenue stream, representing 89% and 90% of total revenue for the 
years ended December 31, 2024 and 2023, respectively. Dealer revenue increased $19.1 million or 3%, primarily driven by the incremental revenue related 
to the acquisition of the D2C Media business and growth in digital experience revenue, including our website creation and hosting.
 
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% and 8% of total revenue for the years ended December 31, 2024 and 2023, respectively. OEM and National revenue 
increased $10.0 million or 18%, primarily due to increased OEM spending to raise consumer awareness, as on-the lot inventory continues to increase.
 
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 each of the years ended December 31, 2024 and 2023. Other revenue increased $0.9 million or 8%, primarily due to the 
incremental revenue related to the acquisition of the D2C Media business, partially offset by the first quarter 2023 expiration of a license agreement entered 
into as part of the AccuTrade acquisition.
 
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 years ended December 31, 2024 and 2023, respectively. Cost of revenue and operations increased $2.1 
million or 2%, but decreased as a percentage of revenue. The change is primarily due to the incremental costs related to the acquisition of the D2C Media 
business.
 
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 
16% and 14% of total revenue for the years ended December 31, 2024 and 2023, respectively. Product and technology expense increased $14.3 million or 
14%, primarily due to higher compensation, including stock-based compensation and third-party costs, including licenses.
 

 
28
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 32% and 34% of total revenue for the years ended December 31, 2024 and 2023, respectively. Marketing and 
sales expense decreased $4.0 million or 2%, primarily due to changes in our marketing investment and mix, partially offset by incremental costs related to 
the acquisition of the D2C Media business.
 
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 12% and 11% of total revenue for the years ended December 31, 2024 and 2023, respectively. 
General and administrative expense increased $11.9 million or 15%, the majority of which is due to incremental costs related to the acquisition of the D2C 
Media business, including compensation expense of $10.8 million related to the D2C Media earnout. Additionally, the change is impacted by higher 
compensation, including stock-based compensation. For information related to the D2C Media earnout, see Note 3 (Business Combinations) to the 
accompanying Consolidated Financial Statements included in Part II, Item 8., "Financial Statements and Supplementary Data" of this Annual Report on 
Form 10-K. 
 
Depreciation and amortization. Depreciation and amortization expense increased $6.2 million or 6%, primarily due to depreciation and amortization on 
additional assets acquired and the amortization of intangible assets related to the D2C Media Acquisition, partially offset by certain assets being fully 
depreciated and amortized as compared to the prior-year period.
 
Interest expense, net. Interest expense, net was essentially flat compared to the prior-year period. For information related to our debt, see Note 7 (Debt) to 
the accompanying Consolidated Financial Statements included in Part II, Item 8., "Financial Statements and Supplementary Data" of this Annual Report on
Form 10-K. 
 
Other income (expense), net. Other income (expense), net changed primarily due to the change in the fair value of contingent consideration associated with 
the AccuTrade and CreditIQ acquisitions and the $10.8 million gain on the sale of our RepairPal, Inc. ("RepairPal") equity investment. For more 
information related to contingent consideration, see the Liquidity and Capital Resources section below, and Note 3 (Business Combinations) and Note 4 
(Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part II, Item 8., "Financial Statements and Supplementary 
Data" of this Annual Report on Form 10-K. For more information on the sale of our RepairPal equity investment, see Note 2 (Significant Accounting 
Policies) to the accompanying Consolidated Financial Statements included in Part II, Item 8., "Financial Statements and Supplementary Data" of this 
Annual Report on Form 10-K. 
 
Income tax expense (benefit). The effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the impact of state 
income taxes, net of federal income tax expense, nondeductible transaction expenses and nondeductible executive compensation, partially offset by tax 
credits and the release of the remaining portion of our valuation allowance. The prior period income tax benefit was primarily due to the release of a 
significant portion of our valuation allowance for deferred tax assets that had been recorded as a result of the 2020 goodwill and indefinite-lived intangible 
asset impairments. For more information, see Note 14 (Income Taxes) to the Consolidated Financial Statements included in Part II, Item 8., "Financial 
Statements and Supplementary Data" of this Annual Report on Form 10-K.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
The comparison of the 2023 results with 2022 can be found under the heading "Year Ended December 31, 2023 Compared to Year Ended December 31, 
2022" in "Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of our 2023 Form 10-K, 
which comparison is incorporated by reference herein.
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. Our positive operating cash flow, along with our Revolving Loan, provide adequate liquidity to meet our business needs for the next 12 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.
 

 
29
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 
December 31, 2024, Cash and cash equivalents were $50.7 million and including our undrawn Revolving Loan, our total liquidity was $340.7 million.
 
Indebtedness. As of December 31, 2024, the outstanding aggregate principal amount of our indebtedness was $460.0 million, at an average interest rate of 
6.4%, including $400.0 million of outstanding aggregate principal under the 6.375% Senior Unsecured Notes due in 2028 and $60.0 million of outstanding 
principal under the Revolving Loan which had an interest rate of 6.5%.
 
On May 6, 2024, we amended and extended our existing Credit Agreement (the "Fifth Amendment") which resulted in a new $350.0 million Revolving 
Loan due in 2029. Upon closing, we borrowed $80.0 million under the new Revolving Loan to repay 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.
 
During the year ended December 31, 2024, we made $10.0 million in mandatory Term Loan payments and repaid $20.0 million on our Revolving Loan. As 
of December 31, 2024, $290.0 million was available to borrow under the Revolving Loan. Our borrowings are limited by our Senior Secured Net Leverage 
Ratio and Consolidated Interest Coverage Ratio, in addition to other factors. Calculated in accordance with our Credit Agreement, these ratios were 0.04x 
and 6.5x, respectively, as of December 31, 2024. For further information, see Note 7 (Debt) to the accompanying Consolidated Financial Statements 
included in Part II, Item 8., "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. 
 
Share Repurchase Program. On February 21, 2022, our Board of Directors authorized a three-year share repurchase program to acquire up to $200.0 
million of our common stock. During the year ended December 31, 2024, we repurchased and subsequently retired 2.8 million shares for $49.2 million at 
an average price per share of $17.72. The share repurchase authorization expired on February 21, 2025. As a result, on February 24, 2025, our Board of 
Directors authorized a new 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.
 
Contingent Consideration and Earnout. The fair value as of December 31, 2024 for the contingent consideration related to the CreditIQ and AccuTrade 
acquisitions was $0.5 million. 
 
Within the next twelve months, we expect to pay $10.9 million of potential contingent consideration and D2C Media earnout discussed below. During the 
year ended December 31, 2024, we paid $30.4 million related to contingent consideration and earnout, which reduced the corresponding liability. The 
contingent consideration and earnout consists of the following:
•
The contingent consideration associated with the CreditIQ acquisition was based on two achievement objectives, including an earnings-related 
metric and lender market share. The actual amount to be paid was based on the future performance of the acquired business attained over a three-
year performance period through December 2024. 
•
The contingent consideration associated with the AccuTrade Acquisition is based on achievement of an earnings-related metric. For the AccuTrade 
contingent consideration, we have the option to pay consideration in cash or certain amounts in stock, which may result in a variable number of 
shares being issued in accordance with a calculation based on future share prices. The actual amount to be paid will be based on the future 
performance of the acquired business to be attained over a three-year performance period through February 2025.
•
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. We may 
expense up to CAD$15.0 million (approximately US$10.4 million as of December 31, 2024) associated with the remaining portion of the earnout 
for the year ending December 31, 2025.
 
For information related to the contingent consideration and earnout, see Note 3 (Business Combinations) and Note 4 (Fair Value Measurements) in Part II, 
Item 8., "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
 
Lease Amendment. In May 2016, we entered into a lease of office space in Chicago, Illinois. In November 2024, we amended the lease, which resulted in a 
reduction of our office space by 67%, extension of the lease term from June 2031 to June 2036 for the remaining portion, and paid a termination penalty of 
$10.5 million. The December 31, 2024 Consolidated Financial Statements and related notes to the Consolidated Financial Statements reflect the impact of 
the amendment and the related termination penalty. In 2025, as a result 

 
30
of the amendment, we expect a $5.3 million decrease in lease related costs, primarily driven by an abatement of variable lease costs, as well as operating 
lease costs amortized over an extended lease term. We also expect to see significant savings over the original lease term ending in 2031. For more 
information, see Note 9 (Leases) in Part II, Item 8., "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
 
Cash Flows. Details of our cash flows are as follows (in thousands): 
 
 
 
Year Ended December 31,
   
 
 
 
 
2024
 
 
2023
 
 
Change
 
Net cash provided by (used in):
 
 
 
 
 
 
 
 
 
Operating activities
  $
152,524    $
136,720    $
15,804 
Investing activities
   
(24,597)    
(97,050)    
72,453 
Financing activities
   
(115,958)    
(31,748)    
(84,210)
Effect of exchange rate changes on Cash and cash equivalents
   
(494)    
(439)    
(55)
Net change in Cash and cash equivalents
  $
11,475    $
7,483    $
3,992 
 
Operating Activities. Cash provided by operating activities for the year ended December 31, 2024 increased due to Net income after non-cash adjustments, 
partially offset by changes in working capital compared to the year ended December 31, 2023.
 
Investing Activities. The decrease in cash used in investing activities was primarily related to the impact of the D2C Media Acquisition in the prior year, 
partially offset by increases in capitalization of internally developed software and purchases of property and equipment.
 
Financing Activities. During the year ended December 31, 2024, cash used in financing activities was primarily related to repurchases of common stock, 
debt repayments, payments of contingent consideration and tax payments made in connection with the vesting of certain equity awards. During the year 
ended December 31, 2023, cash used in financing activities was primarily related to debt repayments, repurchases of common stock and tax payments 
made in connection with the vesting of certain equity awards, offset by proceeds from Revolving Loan borrowings related to the D2C Media Acquisition. 
For information related to our debt, repurchases of common stock and contingent consideration, see Note 4 (Fair Value Measurements), Note 7 (Debt) and 
Note 11 (Stockholders' Equity) to the accompanying Consolidated Financial Statements included in Part II, Item 8., "Financial Statements and 
Supplementary Data" of this Annual Report on Form 10-K.
 
Contractual Obligations. As of December 31, 2024, we had the following obligations and commitments to make future payments under contracts, 
contractual obligations and commercial commitments (in thousands):
 
 
 
 
   
Payments due by Period
 
Contractual Obligations
 
Total
   
2025
   
2026
   
2027
   
2028
   
2029
   
Thereafter
 
Long-term debt 
  $
460,000    $
—    $
—   $
—   $
400,000    $
60,000    $
— 
Interest on debt 
   
119,078     
29,428     
29,428    
29,428    
29,417     
1,377     
— 
Operating leases
   
27,260     
5,257     
3,527    
2,033    
2,085     
1,993     
12,365 
Other obligations 
   
30,367     
26,514     
3,853    
—    
—     
—     
— 
Total
  $
636,705    $
61,199    $
36,808   $
31,461   $
431,502    $
63,370    $
12,365 
(1)
Long-term debt includes future principal payments on long-term borrowings through scheduled maturity dates. Excluded from these amounts are the non-cash 
amortization of debt issuance and other costs related to indebtedness.
(2)
Interest payments for variable rate debt were calculated using interest rates as of December 31, 2024.
(3)
Other obligations represent commitments under certain vendors and other contracts. Excluded from the above table is the contingent consideration related to the 
CreditIQ and AccuTrade acquisitions and the earnout related to the D2C Media Acquisition as the amounts and timing are uncertain with the exception of the portion 
for D2C Media that was earned as of December 31, 2024. For more information related to the earnout and contingent consideration, see Note 3 (Business 
Combinations) and Note 4 (Fair Value Measurements) to the accompanying Consolidated Financial Statements included in Part II, Item 8., "Financial Statements and 
Supplementary Data" of this Annual Report on Form 10-K. 
 
Commitments and Contingencies. For information related to commitments and contingencies, see Note 10 (Commitments and Contingencies) to the 
accompanying Consolidated Financial Statements included in Part II, Item 8., "Financial Statements and Supplementary Data" of this Annual Report on 
Form 10-K.
 
Subsequent Events.
 
DealerClub Acquisition. In January 2025, we 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. 
(1)
(2)
(3)

 
31
Cash consideration for the transaction was approximately $25.3 million at closing paid with cash on hand. There is also the potential for additional 
performance-based consideration of up to $88.0 million through 2028, which may be paid in cash or stock. The amount to be paid will be based on 
achievement of certain financial thresholds.
 
Share Repurchase Program. In February 2025, our Board of Directors authorized a share repurchase program to acquire up to $250.0 million of our 
common stock over a three-year period. 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
 
Critical Accounting Policies and Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the 
United States of America requires management to make estimates and assumptions about future events that affect the amounts reported in the financial 
statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion addresses our most 
critical accounting policies, which are those that are important to the presentation of our financial condition and results of operations and require 
management’s most subjective and complex judgments. 
 
Revenue Recognition. We account for a customer arrangement when we and the customer have an approved contract that specifies the rights and 
obligations of each party and the payment terms, and we believe it is probable that we will collect substantially all of the consideration to which we will be 
entitled in exchange for the services that will be provided to the customer. We periodically enter into arrangements that include multiple promises that we 
evaluate to determine whether the promises are separate performance obligations. We identify performance obligations based on services to be transferred 
to a customer that are distinct within the context of the contractual terms. We allocate the contractual transaction price to each distinct performance 
obligation and recognize revenue when a performance obligation is satisfied by providing a service to a customer. Revenue is primarily generated through 
our direct sales force. 
 
Dealer. Dealer revenue consists of marketplace, digital solutions, including website solutions and AccuTrade and media products sold to dealer customers, 
and is typically subscription-oriented in nature. Further information related to Dealer revenue in the Consolidated Statements of Income is as follows:
•
Marketplace. Our primary source of revenue is through the sale of marketplace subscription advertising packages to dealer customers. Our 
subscription packages allow dealer customers and OEMs to showcase their new and used vehicle inventory to in-market shoppers on the 
Cars.com website. The subscription packages are generally a fixed price arrangement with varying contract terms, typically ranging from 
three to six months, that are automatically renewed, typically on a month-to-month basis. We recognize subscription package revenue ratably 
as the service is provided over the contract term. 
•
Digital Experience. We provide services, including hosting flexible, custom-designed website platforms supporting digital retailing and 
messaging platform products. We recognize this subscription revenue ratably as the service is provided over the contract term.
•
Trade & Appraisal. Leveraging wholesale and retail data sources, AccuTrade provides dealers with vehicle valuation and appraisal 
technology to efficiently identify, source and procure the exact vehicles they require. We recognize AccuTrade subscription revenue ratably 
as the service is provided over the contract term. 
•
Cars Commerce Media Network. The Cars Commerce Media Network unifies our media products, including In-Market Display, Cars Social, 
In-Market Video and VIN Performance Media. 
o
Add-on Marketplace and Digital Experience products include premium advertising products that can be uniquely tailored to an 
individual dealer customer’s current needs. Substantially all of our add-on products are not sold separately from the subscription 
packages as the customer cannot benefit from add-on products on their own. Therefore, the subscription packages and add-on products 
are combined as a single performance obligation, and we recognize the related revenue ratably as the services are provided over the 
contract term.
o
We also provide certain non-subscription digital advertising services to dealer customers. We recognize revenue related to these 
services at the point in time the service is provided. 
 
OEM and National revenue. OEM and National revenue largely consists of Cars Commerce Media Network products, including In-Market Display and 
other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses, including insurance companies. Revenue 
related to OEM and National customers are primarily transaction-based contracts, which are billed for impressions delivered or click-throughs on their 
advertisements. An impression is the display of an advertisement to an end-user on the website and is a measure of volume. A click-through occurs when 
an end-user clicks on an impression. We recognize revenue as the impressions or click-throughs are delivered. If the impressions or click-throughs 
delivered are less than the amount invoiced to the customer, the difference is recorded as deferred revenue and recognized as revenue when earned. We 
recognize revenue related to 

 
32
these services at the point in time the service is provided. In-Market Display products revenue sold to OEMs and national customers is recorded in OEM 
and National revenue in the Consolidated Statements of Income. 
 
Other Revenue. Other revenue primarily includes revenue related to vehicle listing data sold to third parties. We recognize other revenue either ratably as 
the services are provided or at the point in time the services have been performed. In connection with the AccuTrade Acquisition, we entered into an 
agreement to provide one of the former owners with a one-year license to a certain product. The recognition of revenue associated with the license fee is 
recorded in Other revenue. Other revenue is recorded in Other revenue in the Consolidated Statements of Income.
Business Combinations. 
 
Intangible Assets. Intangible assets are recorded at their estimated fair value at the date of acquisition. The fair values assigned to the intangible assets 
acquired 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 multi-period excess earnings and the relief of royalty methods. These 
preliminary fair values are subject to change within the one-year measurement period. We amortize intangible assets over their estimated useful lives on a 
straight-line basis. Amortization is recorded over the relevant estimated useful lives ranging from two to 14 years. 
 
We evaluate the useful lives of these assets on at least an annual basis and test for impairment whenever events or changes in circumstances occur that 
could impact the recoverability of these assets. If the estimate of an intangible asset’s remaining useful life is changed, we amortize the remaining carrying 
value of the intangible asset prospectively over the revised remaining useful life. If an impairment is identified, the asset is written down to fair value as 
required.
 
CreditIQ Contingent Consideration. As part of the CreditIQ acquisition, we may be required to pay up to an additional $50.0 million in cash consideration 
to the former owners based on two different earn-out achievement objectives, including an earnings-related metric and lender market share. The actual 
amount to be paid will be based on the acquired business’s future performance to be attained over a three-year performance period. The contingent 
consideration is classified as Level 3 in the fair value hierarchy and the fair value is measured based on a Monte Carlo simulation or a scenario-based 
method, depending on the earn-out achievement objective, utilizing projections about future performance. Significant inputs include volatility and projected
financial information.
 
AccuTrade Contingent Consideration. As part of the AccuTrade Acquisition, we may be required to pay additional consideration to the former owners 
based on achievement of an earnings-related metric. We have the option to pay consideration in cash or certain amounts in stock, which would result in a 
variable number of shares being issued. The amount to be paid will be determined by AccuTrade's performance over a three-year performance period; 
based on certain tiered performance metrics, the maximum amount to be paid is $63.0 million, with additional upside for performance that exceeds the 
tiered performance metrics. The contingent consideration fair value is measured based on a Monte Carlo simulation and is classified as Level 3 in the fair 
value hierarchy. Significant inputs include volatility and projected financial information.
 
Contingent Consideration. Our contingent consideration obligations are from arrangements resulting from acquisitions that involve potential future 
payment of consideration that is contingent upon the achievement of certain financial metrics or lender market share. Contingent consideration is 
recognized at its estimated fair value at the date of acquisition based on our expected future payment, discounted using accepted valuation methodologies.
 
We review and re-assess the estimated fair value of contingent consideration liabilities at each reporting period and the updated fair value could differ 
materially from the initial estimates. We measure contingent consideration recognized in connection with acquisitions at fair value on a recurring basis 
using significant unobservable inputs classified as Level 3 inputs. The fair value is measured based on a Monte Carlo simulation or a scenario-based 
method, depending on the earnout objective and timing. The fair value measurement includes the following significant inputs: volatility and projected 
financial information. Significant increases or decreases to any of these inputs in isolation could result in a significantly higher or lower liability. 
Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting 
period and the amount paid will be recognized in earnings within Other expense, net on the Consolidated Statements of Income.
 
Income Taxes. We account for income taxes according to the asset and liability method. Under this method, deferred income tax assets and liabilities are 
determined based on the estimated future tax effects of temporary differences between the financial statement carrying value and tax basis of assets and 
liabilities, as measured by current enacted tax rates. The effect of a tax rate change on deferred tax assets and liabilities is recognized in the Consolidated 
Statements of Income in the period that includes the enactment date of the change. We assess the recoverability of our deferred tax assets on a quarterly
basis, considering all positive and negative evidence. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some 
portion of the deferred tax assets will not be realized. Uncertain tax positions that relate to deferred tax assets are recorded against deferred tax assets; 
otherwise, uncertain tax 

 
33
positions are recorded as either a current or noncurrent liability in the Consolidated Balance Sheets. See Note 14 (Income Taxes) to the Consolidated 
Financial Statements included in Part II, Item 8., "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. 
Recent Accounting Standards. For information related to recent accounting pronouncements, see Note 2 (Significant Accounting Policies) to the 
Consolidated Financial Statements included in Part II, Item 8., “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Market risk represents the risk of loss that may affect our financial position due 
to adverse changes in financial market prices and rates. We are exposed to market risks related to changes in interest rates and foreign currency exchange 
risk.
 
Interest Rate Risk. The interest rate on borrowings under our Revolving Credit Facility is floating and, therefore, subject to fluctuations. As of December 
31, 2024, the outstanding aggregate principal amount of our indebtedness was $460.0 million, at a weighted average interest rate of 6.4%, including $400.0 
million of outstanding principal under the bonds, which carries a fixed interest rate of 6.375% and $60.0 million of outstanding principal under the 
Revolving Loan which carried an interest rate of 6.5% at December 31, 2024.
 
Foreign Currency Exchange Risk. Historically, we have not faced any significant foreign currency risk as our operations and sales have been primarily in 
the United States. However, with the acquisition of D2C Media in November 2023, we have expanded our presence in Canada and therefore our risk 
related to changes in exchange rates between the U.S. dollar and Canadian dollar. D2C Media primarily bills its customers and incurs expenses in Canadian 
dollars. We also have intercompany debt between U.S. and Canadian entities that is subject to exchange rate fluctuations and will result in foreign 
exchange gains or losses depending on the currency movement during the respective time period. The effect of foreign currency exchange rate fluctuations 
during 2023 and 2024 is immaterial. As we continue to grow our Canadian operations, we expect to continue to be exposed to foreign exchange rate risk. 
We may determine to take certain foreign exchange rate risk management measures.
Item 8. Financial Statements and Supplementary Data.
 

 
34
Report of Independent Registered Public Accounting Firm
 
To the Stockholders and the Board of Directors of Cars.com Inc.
 
Opinion on the Financial Statements 
 
We have audited the accompanying Consolidated Balance Sheets of Cars.com Inc. (the Company) as of December 31, 2024 and 2023, the related 
Consolidated Statements of Income, Comprehensive Income, Stockholders’ Equity and Cash Flows for each of the three years in the period ended 
December 31, 2024, and the related notes (collectively referred to as the “Consolidated Financial Statements”). In our opinion, the Consolidated Financial 
Statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations 
and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 
internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the 
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified 
opinion thereon. 
 
Basis for Opinion
 
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial 
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the 
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the 
PCAOB.  We conducted our audits in accordance with the standards of the PCAOB.
 
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, 
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and 
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a 
reasonable basis for our opinion.  
 
Critical Audit Matter
 
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or 
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) 
involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion 
on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion 
on the critical audit matter or on the accounts or disclosures to which it relates.
 
 
Revenue Recognition
Description of the Matter
As described in Note 2 to the Consolidated Financial Statements, the Company recognizes revenue in accordance with 
Accounting Standard Codification Topic 606, Revenue from Contracts with Customers, upon transfer of control of promised 
services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those 
services. The Company enters into contracts with customers that may include multiple service offerings. The assessment of 
terms and conditions for the identification of performance obligations may involve judgment.
 
Auditing the Company’s accounting for revenue recognition was challenging given the significant audit effort to identify and 
determine the distinct performance obligations in customer contracts through the inspection of terms and conditions in the 
customer contracts. 
 
How We Addressed the 
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s 
revenue recognition process, including management’s review of terms and conditions and the identification of distinct 
performance obligations in customer contracts.

 
35
 
 
To test the Company’s accounting for revenue recognition, we performed audit procedures that included, among others, an 
evaluation of management’s assessment of the distinct performance obligations within the arrangement based on its terms 
and conditions for a sample of customer contracts. We tested the application of the revenue recognition accounting 
requirements for each of the significant service offerings to determine whether the performance obligations identified by the 
Company were distinct.
 
 
/s/ Ernst & Young LLP
 
We have served as the Company’s auditor since 2016.
Chicago, Illinois
February 27, 2025

 
36
Cars.com Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
 
 
 
December 31,
 
 
 
2024
   
2023
 
Assets:
 
     
   
Current assets:
 
     
   
Cash and cash equivalents
  $
50,673    $
39,198 
Accounts receivable, net
   
133,741     
125,373 
Prepaid expenses
   
13,782     
12,553 
Other current assets
   
16,134     
1,314 
Total current assets
   
214,330     
178,438 
Property and equipment, net
   
40,704     
43,853 
Goodwill
   
143,279     
147,058 
Intangible assets, net
   
585,690     
669,167 
Deferred tax assets, net
   
100,530     
112,953 
Investments and other assets, net
   
27,332     
20,980 
Total assets
  $
1,111,865    $
1,172,449 
Liabilities and stockholders' equity:
 
     
   
Current liabilities:
 
     
   
Accounts payable
  $
33,498    $
22,259 
Accrued compensation
   
36,295     
31,669 
Current portion of long-term debt, net
   
—     
23,129 
Other accrued liabilities
   
47,092     
68,691 
Total current liabilities
   
116,885     
145,748 
Noncurrent liabilities:
 
     
   
Long-term debt, net
   
455,288     
460,119 
Deferred tax liabilities, net
   
6,773     
8,757 
Other noncurrent liabilities
   
21,434     
65,717 
Total noncurrent liabilities
   
483,495     
534,593 
Total liabilities
   
600,380     
680,341 
Commitments and contingencies
 
     
   
Stockholders' equity:
 
     
   
Preferred Stock at par, $0.01 par value; 5,000 shares authorized; no shares
   issued and outstanding as of December 31, 2024 and 2023, respectively
   
—     
— 
Common Stock at par, $0.01 par value; 300,000 shares authorized; 64,391 and 
   65,929 shares issued and outstanding as of December 31, 2024 and 2023, 
   respectively
   
643     
659 
Additional paid-in capital
   
1,473,986     
1,500,232 
Accumulated deficit
   
(961,546)    
(1,009,734)
Accumulated other comprehensive (loss) income
   
(1,598)    
951 
Total stockholders' equity
   
511,485     
492,108 
Total liabilities and stockholders' equity
  $
1,111,865    $
1,172,449 
 
The accompanying notes are an integral part of these Consolidated Financial Statements.

 
37
Cars.com Inc.
Consolidated Statements of Income 
(In thousands, except per share data)
 
 
 
Year Ended December 31,
 
 
 
2024
 
 
2023
 
 
2022
 
Revenue:
 
     
     
   
Dealer
  $
640,722   
$
621,661   
$
579,222 
OEM and National
   
65,894   
 
55,904   
 
58,557 
Other
   
12,536   
 
11,618   
 
16,097 
Total revenue
   
719,152     
689,183     
653,876 
Operating expenses:
 
     
     
   
Cost of revenue and operations
   
124,332     
122,205     
114,959 
Product and technology
   
113,931     
99,584     
89,015 
Marketing and sales
   
231,502     
235,471     
221,879 
General and administrative
   
88,707     
76,807     
67,593 
Depreciation and amortization
   
107,182     
101,000     
94,394 
Total operating expenses
   
665,654     
635,067     
587,840 
Operating income
   
53,498     
54,116     
66,036 
Nonoperating expenses:
 
     
     
   
Interest expense, net
   
(32,197)    
(32,425)    
(35,320)
Other income (expense), net
   
40,562     
(3,586)    
(8,140)
Total nonoperating income (expense), net
   
8,365     
(36,011)    
(43,460)
Income before income taxes
   
61,863     
18,105     
22,576 
Income tax expense (benefit)
   
13,675     
(100,337)    
5,370 
Net income
  $
48,188    $
118,442    $
17,206 
Weighted-average common shares outstanding:
 
 
   
 
   
 
 
Basic
   
66,006     
66,742     
68,215 
Diluted
   
67,387     
68,227     
69,649 
Earnings per share:
 
 
   
 
   
 
 
Basic
  $
0.73    $
1.77    $
0.25 
Diluted
   
0.72     
1.74     
0.25 
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 

 
38
Cars.com Inc.
Consolidated Statements of Comprehensive Income 
(In thousands)
 
 
Year Ended December 31,
 
 
2024
 
 
2023
 
 
2022
 
Net income
$
48,188 
 
$
118,442 
 
$
17,206 
Other comprehensive (loss) income, net of tax:
   
 
   
 
   
Foreign currency translation adjustments
 
(2,549)
 
 
951 
 
 
— 
Reclassification of Accumulated other comprehensive loss on interest rate 
swap into Net income
 
— 
 
 
— 
 
 
2,002 
Total other comprehensive (loss) income, net of tax
 
(2,549)
 
 
951 
 
 
2,002 
Comprehensive income
$
45,639 
 
$
119,393 
 
$
19,208 
 
The accompanying notes are an integral part of these Consolidated Financial Statements.

 
39
Cars.com Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands)
 
 
Preferred Stock
   
Common Stock
   
Additional
   
 
   
Accumulated 
Other
   
 
 
 
Shares
   
Amount
   
Shares
   
Amount
   
Paid-In 
Capital
   
Accumulated 
Deficit
   
Comprehensive 
(Loss) Income
   
Stockholders'
Equity
 
Balance at December 31, 2021
 
—  
  $
—  
   
69,170  
  $
692  
  $
1,544,712  
  $
(1,145,382 )
  $
(2,002 )   $
398,020  
Net income
 
—  
   
—  
   
—  
   
—  
   
—  
   
17,206  
   
—  
   
17,206  
Other comprehensive income, net of tax
 
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
2,002  
   
2,002  
Repurchases of common stock
 
—  
   
—  
   
(4,168 )
   
(41 )
   
(48,941 )    
—  
   
—  
   
(48,982 )
Shares issued in connection with
   stock-based compensation plans, net
 
—  
   
—  
   
1,285  
   
11  
   
(6,267 )    
—  
   
—  
   
(6,256 )
Stock-based compensation
 
—  
   
—  
   
—  
   
—  
   
22,440  
   
—  
   
—  
   
22,440  
Balance at December 31, 2022
 
—  
  $
—  
   
66,287  
  $
662  
  $
1,511,944  
  $
(1,128,176 )
  $
—  
  $
384,430  
Net income
 
—  
   
—  
   
—  
   
—  
   
—  
   
118,442  
   
—  
   
118,442  
Other comprehensive income, net of tax
 
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
951  
   
951  
Repurchases of common stock
 
—  
   
—  
   
(1,698 )
   
(17 )
   
(31,276 )    
—  
   
—  
   
(31,293 )
Shares issued in connection with
   stock-based compensation plans, net
 
—  
   
—  
   
1,340  
   
14  
   
(9,219 )    
—  
   
—  
   
(9,205 )
Stock-based compensation
 
—  
   
—  
   
—  
   
—  
   
28,783  
   
—  
   
—  
   
28,783  
Balance at December 31, 2023
 
—  
  $
—  
   
65,929  
  $
659  
  $
1,500,232  
  $
(1,009,734 )
  $
951  
  $
492,108  
Net income
 
—  
   
—  
   
—  
   
—  
   
—  
   
48,188  
   
—  
   
48,188  
Other comprehensive loss, net of tax
 
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
(2,549 )    
(2,549 )
Repurchases of common stock
 
—  
   
—  
   
(2,775 )
   
(27 )
   
(49,546 )    
—  
   
—  
   
(49,573 )
Shares issued in connection with
   stock-based compensation plans, net
 
—  
   
—  
   
1,237  
   
11  
   
(7,486 )    
—  
   
—  
   
(7,475 )
Stock-based compensation
 
—  
   
—  
   
—  
   
—  
   
30,786  
   
—  
   
—  
   
30,786  
Balance at December 31, 2024
 
—  
  $
—  
   
64,391  
  $
643  
  $
1,473,986  
  $
(961,546 )
  $
(1,598 )   $
511,485  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 

 
40
Cars.com Inc.
Consolidated Statements of Cash Flows 
(In thousands)
 
 
 
Year Ended December 31,
 
 
 
2024
   
2023
   
2022
 
Cash flows from operating activities:
 
     
     
   
Net income
  $
48,188    $
118,442    $
17,206 
Adjustments to reconcile Net income to Net cash provided by 
   operating activities:
 
     
     
   
Depreciation
   
26,677     
22,331     
16,380 
Amortization of intangible assets
   
80,505     
78,669     
78,014 
Changes in fair value of contingent consideration
   
(33,473)    
5,537     
8,130 
Stock-based compensation
   
30,553     
28,491     
22,342 
Deferred income taxes
   
11,894     
(114,498)    
1,283 
Provision for doubtful accounts
   
3,389     
2,986     
1,888 
Amortization of debt issuance costs
   
2,249     
3,042     
3,235 
Unrealized loss (gain) on foreign currency denominated transactions
   
3,697     
(2,072)    
— 
Gain on sale of equity investment
   
(10,846)    
—     
— 
Amortization of deferred revenue related to AccuTrade Acquisition
   
—     
(883)    
(4,417)
Amortization of Accumulated other comprehensive loss on interest rate swap
   
—     
—     
2,362 
Other, net
   
662     
1,026     
1,202 
Changes in operating assets and liabilities, net of acquisitions:
 
     
     
   
Accounts receivable
   
(12,321)    
(15,567)    
(9,337)
Prepaid expenses and other assets
   
(5,390)    
(5,101)    
(423)
Accounts payable
   
11,104     
3,722     
2,611 
Accrued compensation
   
5,313     
11,638     
(4,296)
Other liabilities
   
(9,677)    
(1,043)    
(7,669)
Net cash provided by operating activities
   
152,524     
136,720     
128,511 
Cash flows from investing activities:
 
     
     
   
Payments for acquisitions, net of cash acquired
   
(216)    
(76,168)    
(64,663)
Capitalization of internally developed technology
   
(21,381)    
(19,602)    
(17,886)
Purchase of property and equipment
   
(3,000)    
(1,280)    
(1,828)
Net cash used in investing activities
   
(24,597)    
(97,050)    
(84,377)
Cash flows from financing activities:
 
     
     
   
Proceeds from Revolving Loan borrowings
   
— 
  
45,000 
  
45,000 
Payments of Revolving Loan borrowings and long-term debt
   
(30,000)   
(36,250)   
(41,250)
Payments for stock-based compensation plans, net
   
(7,475)   
(9,205)   
(6,256)
Repurchases of common stock
   
(49,179)   
(31,293)   
(48,982)
Payments of contingent consideration
   
(27,435)   
— 
  
— 
Payments of debt issuance costs and other fees
   
(1,869)   
— 
  
— 
Net cash used in financing activities
   
(115,958)    
(31,748)    
(51,488)
Effect of exchange rate changes on Cash and cash equivalents
   
(494)    
(439)    
— 
Net increase (decrease) in Cash and cash equivalents
   
11,475     
7,483     
(7,354)
Cash and cash equivalents at beginning of period
   
39,198     
31,715     
39,069 
Cash and cash equivalents at end of period
  $
50,673    $
39,198    $
31,715 
Supplemental cash flow information:
 
     
     
   
Cash paid for income taxes
  $
6,487 
 $
17,636 
 $
545 
Cash paid for interest and swap
   
32,525     
30,416     
33,370 
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 

 
41
Cars.com Inc.
Notes to Consolidated Financial Statements
 
Note 1. Description of Business
 
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, solutions and machine 
learning model-driven artificial intelligence technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail 
operations. The Cars Commerce platform is organized around four industry-leading brands: the flagship automotive marketplace and dealer reputation site 
Cars.com, award-winning digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from 
AccuTrade, and exclusive in-market media solutions from the Cars Commerce Media Network. 
 
Note 2. Significant Accounting Policies
 
Basis of Presentation. The accompanying 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 SEC. The Consolidated Financial Statements include the 
accounts of Cars Commerce and its 100% owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. 
 
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.
 
Revenue. The Company accounts for a customer arrangement when the Company and the customer have an approved contract that specifies the rights and 
obligations of each party and the payment terms, and the Company believes it is probable that the Company will collect substantially all of the 
consideration to which the Company will be entitled in exchange for the services that will be provided to the customer. The Company periodically enters 
into arrangements that include multiple promises that the Company evaluates to determine whether the promises are separate performance obligations. The 
Company identifies performance obligations based on services to be transferred to a customer that are distinct within the context of the contractual terms. 
The Company allocates the contractual transaction price to each distinct performance obligation and recognizes revenue when a performance obligation is 
satisfied by providing a service to a customer. Revenue is primarily generated through the Company’s direct sales force. 
 
Dealer. Dealer revenue consists of marketplace, digital solutions, including website solutions and AccuTrade and media products sold to dealer customers, 
and is typically subscription-oriented in nature. Further information related to Dealer revenue in the Consolidated Statements of Income is as follows:
•
Marketplace. The Company's primary source of revenue is through the sale of marketplace subscription advertising packages to dealer 
customers. The Company's subscription packages allow dealer customers and OEMs to showcase their new and used vehicle inventory to in-
market shoppers on the Cars.com website. The subscription packages are generally a fixed price arrangement with varying contract terms, 
typically ranging from three to six months, that are automatically renewed, typically on a month-to-month basis. The Company recognizes 
subscription package revenue ratably as the service is provided over the contract term. 
•
Digital Experience. The Company provides services, including hosting flexible, custom-designed website platforms supporting digital 
retailing and messaging platform products. The Company recognizes this subscription revenue ratably as the service is provided over the 
contract term.
•
Trade & Appraisal. Leveraging wholesale and retail data sources, AccuTrade provides dealers with vehicle valuation and appraisal 
technology to efficiently identify, source and procure the exact vehicles they require. The Company recognizes AccuTrade subscription 
revenue ratably as the service is provided over the contract term. 
•
Cars Commerce Media Network. The Cars Commerce Media Network unifies our media products, including In-Market Display, Cars Social, 
In-Market Video and VIN Performance Media. 
o
Add-on Marketplace and Digital Experience products include premium advertising products that can be uniquely tailored to an 
individual dealer customer’s current needs. Substantially all of the Company's add-on products are not sold separately from the 
subscription packages as the customer cannot benefit from add-on products on their own. 

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
42
Therefore, the subscription packages and add-on products are combined as a single performance obligation, and the Company 
recognizes the related revenue ratably as the services are provided over the contract term.
o
The Company also provides certain non-subscription digital advertising services to dealer customers. The Company recognizes 
revenue related to these services at the point in time the service is provided. 
 
OEM and National revenue. OEM and National revenue largely consists of Cars Commerce Media Network products, including In-Market Display and 
other solutions sold to OEMs, advertising agencies, automotive dealer associations and auto adjacent businesses, including insurance companies. Revenue 
related to OEM and National customers are primarily transaction-based contracts, which are billed for impressions delivered or click-throughs on their 
advertisements. An impression is the display of an advertisement to an end-user on the website and is a measure of volume. A click-through occurs when 
an end-user clicks on an impression. The Company recognizes revenue as the impressions or click-throughs are delivered. If the impressions or click-
throughs delivered are less than the amount invoiced to the customer, the difference is recorded as deferred revenue and recognized as revenue when 
earned. The Company recognizes revenue related to these services at the point in time the service is provided. In-Market Display products revenue sold to 
OEMs and national customers is recorded in OEM and National revenue in the Consolidated Statements of Income. 
 
Other Revenue. Other revenue primarily includes revenue related to vehicle listing data sold to third parties. The Company recognizes other revenue either 
ratably as the services are provided or at the point in time the services have been performed. In connection with the AccuTrade Acquisition, the Company 
entered into an agreement to provide one of the former owners with a one-year license to a certain product. The recognition of revenue associated with the 
license fee is recorded in Other revenue. Other revenue is recorded in Other revenue in the Consolidated Statements of Income. 
 
Cash and Cash Equivalents. All cash balances and liquid investments with original maturities of three months or less on their acquisition date are 
classified as cash and cash equivalents.
 
Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable are primarily derived from sales to customers and recorded at invoiced 
amounts. The allowance for doubtful accounts reflects the Company’s estimate of credit exposure, determined principally on the basis of its collection 
experience, aging of its receivables, expected losses and any specific reserves needed for certain customers based on their credit risk. Bad debt expense is 
included in Marketing and sales in the Consolidated Statements of Income. 
 
As of December 31, 2024, the Company's rollforward of the allowance for doubtful accounts is as follows (in thousands):
 
Description
 
Balance at
Beginning
of Period
   
Additions
Charged to
Costs and
Expenses
   
Write-offs
   
Recoveries
   
Balance at
End of
Period
 
Allowance for doubtful accounts:
 
    
    
      
   
   
2024
  $
2,473    $
3,389    $
(4,306)   $
899    $
2,455 
2023
   
1,890     
2,986     
(3,056)    
653     
2,473 
 
Concentrations of Credit Risk. The Company’s financial instruments, consisting primarily of cash and cash equivalents and customer receivables, are 
exposed to concentrations of credit risk. The Company invests its cash and cash equivalents with highly rated financial institutions.
 
Investments. Investments in non-marketable equity securities are measured at fair value with changes in fair value recognized in Net income. The 
Company utilizes the measurement alternative for equity investments without readily determinable fair values and revalues these investments upon the 
occurrence of an observable price change for similar investments. On at least an annual basis, the Company assesses its investments to determine whether 
any events have occurred, or circumstances have changed, which might have a significant adverse effect on their fair value and as applicable, may be 
indicative of impairment. The RepairPal, Inc. ("RepairPal") equity investment recorded within Investments and other assets, net on the Consolidated 
Balance Sheets was zero as of December 31, 2023.
 
During the year ended December 31, 2024, the Company sold its RepairPal equity investment for $9.5 million in closing proceeds and up to $2.7 million of 
additional proceeds to be received, subject to the satisfaction of certain conditions. The related cash proceeds for the sale were not yet received as of 
December 31, 2024, and was therefore recorded as a non-cash transaction. As a result, the Company recorded the fair value of its expected proceeds as a 
gain of $10.8 million recorded in Other income (expense), net in the Consolidated Income Statements and Gain on sale of equity investment in the 
Consolidated Statements of Cash Flows. As of December 31, 2024, the Company recorded $9.5 million and $1.3 million in Other current assets and 
Investments and other assets, net, respectively, in the 

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
43
Consolidated Balance Sheets, of which the $9.5 million was received in January 2025. Changes will be recognized in Other income (expense), net.
Property and Equipment, net. Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives as 
follows (in thousands): 
 
 
 
December 31,
     
Asset
 
2024
   
2023
   
Estimated Useful Life
Computer software
 
$
108,805   
$
98,139   
18 months - 5 years
Computer hardware
 
 
12,995   
 
12,050   
3 - 5 years
Leasehold improvements
 
 
17,398   
 
17,568   
Lesser of useful life or lease term
Furniture and fixtures
 
 
4,601   
 
3,857   
5 - 10 years
Property and equipment, gross
 
 
143,799   
 
131,614     
Less: Accumulated depreciation
 
 
(103,095)    
(87,761)    
Property and equipment, net
 
$
40,704    $
43,853     
 
Normal repairs and maintenance are expensed as incurred. Any resulting gain or loss from the disposition of fixed assets is included in General and 
administrative expense on the Consolidated Statements of Income. 
 
Internally Developed Technology. The Company capitalizes costs associated with customized internal-use software systems and website development that 
have reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and 
payroll and payroll-related expenses for employees who are directly associated with the applications. Capitalization of such costs begins when the 
preliminary project stage is complete and ceases at the point in which the project is substantially complete and ready for its intended purpose. The 
Company reviews the carrying amount of internally developed technology for impairment and useful lives whenever events or changes in circumstances 
indicate that the carrying amount may not be recoverable. Capitalized software costs, excluding cloud computing arrangements, for the years ended 
December 31, 2024, 2023 and 2022 were $21.8 million, $20.0 million and $18.1 million, respectively. Capitalized costs, excluding those for cloud 
computing arrangements, are included in Property and equipment, net on the Consolidated Balance Sheets. Research and development costs are expensed 
as incurred. 
 
Cloud Computing Arrangements, net. The Company capitalizes costs associated with the development of cloud computing arrangements in a manner 
consistent with internally developed technology. Any amortization is recorded in the same manner on the Consolidated Statements of Income as the 
expense associated with the underlying host arrangement. Capitalized cloud computing arrangements are amortized on a straight-line basis over an 
estimated useful life of five years. Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $1.8 million, $1.2 million and $0.6 
million. Cost and accumulated amortization is as follows (in thousands):
 
 
 
December 31,
 
 
 
2024
   
2023
 
Cloud computing arrangements, gross
 
$
11,681   
$
9,970 
Less: Accumulated amortization
 
 
(3,177)    
(2,121)
Cloud computing arrangements, net
 
$
8,504    $
7,849 
 
These capitalized costs as of December 31, 2024 were $2.3 million and $6.2 million in Prepaid expenses and Investments and other assets, net on the 
Consolidated Balance Sheets, respectively. These capitalized costs as of December 31, 2023 were $1.3 million and $6.5 million in Prepaid expenses and 
Investments and other assets, net on the Consolidated Balance Sheets, respectively.
 
Goodwill and Other Intangible Assets. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable 
intangible assets, net of liabilities assumed. Goodwill is tested for impairment on an annual basis or between annual tests if events occur or circumstances 
change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s goodwill is tested for 
impairment at a level referred to as the reporting unit. The level at which the Company tested goodwill for impairment requires the Company to determine 
whether the operations below the business segment level constitute a business for which discrete financial information is available and segment 
management regularly reviews the operating results. The Company determined that it operated as a single reporting unit.
 

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
44
The process of estimating the fair value of goodwill is subjective and required the Company to make estimates that may significantly impact the outcome 
of the analysis. A qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost 
factors and overall financial performance, as well as company specifications. If after performing this assessment, the Company concluded it is more likely 
than not that the fair value of the reporting unit is less than its carrying amount, then the Company will perform the quantitative test. 
 
Under the quantitative test, a goodwill impairment is identified by comparing the fair value of the reporting unit to the carrying amount, including
goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and an impairment 
charge is recognized in an amount equal to the excess, not to exceed the carrying amount of goodwill.
 
If a quantitative test is performed, the Company estimates the fair value of the reporting unit with an income approach using a discounted cash flow 
("DCF") analysis and the Company also considers a market-based valuation methodology using comparable public company trading values and the 
Company’s market capitalization. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future 
cash flows, long-term growth rates, the discount rate and relevant comparable public company earnings multiples. The cash flows employed in the DCF 
analysis are based on the Company’s best estimate of future sales, earnings and cash flows after considering factors such as general market conditions and 
recent operating performance. The discount rate utilized in the DCF analysis is based on the reporting unit’s weighted-average cost of capital, which takes 
into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as 
appropriate to consider the risk inherent in future cash flows of the Company’s reporting unit.
 
Impairment assessment inherently involves management judgments regarding a number of assumptions described above. The reporting unit fair value also 
depends on the future strength of the economies the Company operates in. New and developing competition as well as technological change could also
adversely affect future fair value estimates. Due to the many variables inherent in the estimation of a reporting unit’s fair value and the relative size of the 
Company’s recorded goodwill, differences in assumptions could have a material effect on the estimated fair values. For further information, see Note 6 
(Goodwill and Other Intangible Assets, net). 
 
The Company’s indefinite-lived intangible asset relates to the Cars.com trade name. Intangible assets with indefinite lives are tested for impairment 
annually, or more often if circumstances dictate, and written down to fair value as required. Similar factors to goodwill are considered in this evaluation. 
The estimates of fair value are determined using the "relief from royalty" methodology, which is a variation of the income approach. The discount rate 
assumption is based on an assessment of the risk inherent in the projected future cash flows generated by the trade name intangible asset.
 
Amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives as follows: 
 
Intangible Asset
 
Estimated Useful Life
Acquired software
 
2 - 7 years
Customer relationships
 
3 - 14 years
Other trade names
 
5 - 12 years
 
 
Valuation of Long-Lived Assets. The Company reviews the carrying amount of long-lived assets for impairment whenever events or changes in 
circumstances indicate that the carrying amount may not be recoverable. Once an indicator of potential impairment has occurred, the impairment test is 
based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the 
impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset group. If the carrying value 
of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be deemed to be potentially impaired. The impairment, if
any, would be measured based on the amount by which the carrying amount exceeds the fair value. Losses on long-lived assets to be disposed of are 
determined in a similar manner, except that fair values are reduced for the cost to dispose. No material impairment losses for long-lived assets were 
recognized for the periods presented in the Consolidated Statements of Income. 
 
Fair Value of Financial Instruments. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly 
transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value 
should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. The 
three-level hierarchy of fair value measurements is based on whether the inputs to those measurements are observable or unobservable. Observable inputs 
reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. The fair-value hierarchy 
requires the use of observable market data when available and consists of the following levels:
•
Level 1—Quoted prices for identical instruments in active markets;

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
45
•
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not 
active; and model-derived valuations in which all significant inputs are observable in active markets; and
•
Level 3—Valuations derived from valuation techniques in which one or more significant inputs are unobservable
 
The Company’s financial instruments include the contingent consideration related to the Company's acquisitions which is recorded at fair value. Financial 
instruments also include accounts receivable, other receivables, accounts payable and other liabilities. The carrying values of these instruments 
approximate their fair values.
 
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. Level 2 assets and liabilities are based on observable inputs other than quoted prices, such as quoted prices 
for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs 
that are observable or can be corroborated by observable market data. The approximate fair value and related carrying value of the Company's outstanding 
indebtedness, as of December 31, 2024 and December 31, 2023 were as follows (in millions):
 
 
 
December 31, 2024
   
December 31, 2023
 
Fair Value
  $
456.6    $
470.9 
Carrying Value
   
460.0     
490.0 
 
The Company measures contingent consideration recognized in connection with acquisitions at fair value on a recurring basis using significant 
unobservable inputs classified as Level 3 in the fair value hierarchy. The fair value measurement has one significant input of projected financial 
information.
 
Contingent Consideration. The Company's contingent consideration obligations are from arrangements resulting from acquisitions that involve potential 
future payment of consideration that is contingent upon the achievement of certain financial or performance metrics. Contingent consideration was 
recognized at its estimated fair value at the date of acquisition based on expected future payment, discounted using a weighted average cost of capital in 
accordance with accepted valuation methodologies.
 
The Company reviews and reassesses the estimated fair value of contingent consideration liabilities at each reporting period and the updated fair value 
could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with acquisitions at fair value 
on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The fair value measurement has one significant input of projected 
financial information. Significant increases or decreases to the projected financial information could result in a significantly higher or lower liability. 
Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting 
period and the amount paid will be recognized in earnings within Other expense, net on the Consolidated Statements of Income.
 
Foreign Currency Translation. The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries
is the local currency of each subsidiary. All balances of entities whose functional currency is a currency other than the U.S. dollar are translated into U.S. 
dollar equivalents at exchange rates as follows: (i) asset and liability accounts at period‑end rates; (ii) income statement accounts at average exchange rates 
for the period; and (iii) stockholders’ equity accounts at historical exchange rates. The resulting translation adjustments are excluded from consolidated Net 
income and are recognized within Accumulated other comprehensive (loss) income in the Consolidated Balance Sheets. Foreign currency transaction gains 
and losses are included in Other income (expense), net in the Consolidated Statements of Income. Monetary assets and liabilities that are in a currency 
other than the Company's functional currency are translated to the functional currency at period-end, with changes in such amounts being reported as a 
component of Other income (expense), net in the Consolidated Statements of Income.
 
Income Taxes. Income taxes are presented on the Consolidated Financial Statements using the asset and liability method, under which deferred tax assets 
and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying 
amount of assets and liabilities and their respective tax basis, as well as from operating loss and tax credit carryforwards. Deferred income taxes reflect 
expected future tax benefits (i.e. assets) and future tax costs (i.e. liabilities). The Company measures deferred tax assets and liabilities using the enacted tax 
rate expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The Company 
recognizes the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. Valuation allowances are 
established if, based upon the 

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
46
weight of available evidence, management determines it is "more likely than not" that some portion or all of the deferred tax asset will not be realized. 
 
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on 
examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a 
position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company’s 
uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new 
information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification 
of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities or the rendering of relevant court decisions. The 
Company records penalties and interest relating to uncertain tax positions in Income tax expense (benefit) in the Consolidated Statements of Income. For 
further information, see Note 14 (Income Taxes).
 
Stock-Based Compensation. Stock-based compensation expense is recognized on a straight-line basis over the vesting period. Forfeitures are recorded at 
the time the forfeiture event occurs. For further information, see Note 12 (Stock-Based Compensation).
 
Advertising Costs. Advertising costs are expensed as they are incurred and included in Marketing and sales in the Consolidated Statements of Income. 
Advertising expense for the years ended December 31, 2024, 2023 and 2022 was $105.3 million, $107.8 million and $107.1 million, respectively. 
 
Cost of Revenue and Operations. Cost of revenue and operations expense primarily consists of costs related to processing dealer vehicle inventory, 
product fulfillment, compensation costs for the product fulfillment and customer service teams and pay per lead products.
 
Defined Contribution Plans. The Company’s employees are eligible to participate in a defined contribution plan. Participants are eligible on their date of 
hire and are allowed to make tax-deferred contributions up to 90% of annual compensation, subject to limitations specified by the Internal Revenue Code of
1986, as amended. Employer contributions consist of matching contributions and/or non-elective employer contributions. The Company provides a 
maximum match for 4% of the employee’s salary and contributions are immediately fully vested. The Company’s contributions to its defined contribution 
plans for the years ended December 31, 2024, 2023 and 2022 were $6.4 million, $6.3 million and $5.5 million, respectively.
Recently Issued Accounting Standards Not Yet Adopted. In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting 
Standards Update ("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 Consolidated Financial Statements and related disclosures.
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 is currently 
evaluating this new guidance and its impact on its Consolidated Financial Statements and related disclosures.
Recently Adopted Accounting Standards. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to 
Reportable Segment Disclosures ("ASU 2023-07"), which requires disclosure of significant segment expenses that are regularly reviewed by the chief 
operating decision maker and included within each reported measure of segment profit or loss. This amendment is effective for fiscal years beginning after 
December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company adopted 
ASU 2023-07 retrospectively effective December 31, 2024. The adoption of this ASU affects only our disclosures, with no impacts to our financial 
condition or results of operations. For more information, see Note 15 (Segment Information).
 

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
47
Note 3. Business Combinations 
 
D2C Media Acquisition. On November 1, 2023, the Company acquired all of the outstanding stock of D2C Media Inc. and EZResults Inc. (collectively, 
the "D2C Media Acquisition"), a leading provider of website and digital advertising solutions in Canada for $80.1 million total purchase consideration.
 
The Company expensed as incurred total acquisition costs of $1.4 million during the year ended December 31, 2023. These costs were recorded in General 
and administrative expenses in the Consolidated Statements of Income.
 
As part of the D2C Media Acquisition, the Company may be required to pay a cumulative cash earnout of up to an additional CAD$34.1 million 
(approximately US$23.8 million as of December 31, 2024), of which CAD $15.0 million (approximately US$10.8 million) and CAD$4.1 million 
(approximately US$3.0 million) was expensed during the years ending December 31, 2024 and 2023, respectively. The payment is not included in the total 
purchase consideration and is deemed compensation expense, as the potential cash compensation is to former equity holders who became employees and 
will be forfeited if employment is terminated prior to the end of the earnout period. 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. The Company may 
expense up to CAD$15.0 million (approximately US$10.4 million as of December 31, 2024) associated with the remaining portion of the earnout for the 
year ending December 31, 2025. 
 
Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on 
management’s final 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 multi-period excess earnings and the relief of royalty methods. The D2C Media Acquisition 
purchase price allocation is as follows (in thousands):
 
 
 
Acquisition-date
Fair Value
 
Total purchase consideration 
 
$
80,056 
 
 
   
Cash and cash equivalents
 
$
3,673 
Accounts receivable
 
 
4,640 
Other assets acquired 
 
 
1,378 
Identified intangible assets 
 
 
38,967 
     Total assets acquired
 
 
48,658 
Accounts payable and accrued liabilities
 
 
(1,698)
Other liabilities assumed 
 
 
(628)
Deferred tax liabilities, net 
 
 
(8,230)
     Total liabilities assumed
 
 
(10,556)
Net identifiable assets
 
 
38,102 
Goodwill 
 
 
41,954 
Total purchase consideration
 
$
80,056 
 
(1)
During the year ended December 31, 2024, the Company recorded a $0.3 million purchase accounting adjustment, $0.2 million of which is reflected in Payments for 
acquisitions, net of cash acquired in the Consolidated Statements of Cash Flows.
(2)
Other assets acquired primarily consists of property and equipment, operating lease right of use assets and other prepaid expenses.
(3)
Information regarding the identifiable intangible assets acquired is as follows:
 
 
 
Acquisition-Date
Fair Value
(in thousands)
 
 
Amortization Period
(in years)
Customer relationships
 
$
29,153   
14
Acquired software
 
 
9,092   
5
Trade name
 
 
722   
5
Total
 
$
38,967   
 
 
(4)
Other liabilities assumed primarily consists of operating lease right of use liabilities and income taxes payable. 
(1)
(2)
(3)
(1) (4)
(1)
(1)

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
48
 
A reconciliation of cash consideration to Payments for acquisitions, net of cash acquired related to the D2C Media Acquisition in the Consolidated 
Statements of Cash Flows as of December 31, 2023 is as follows (in thousands):
 
Cash consideration
 
$
79,841 
Less: Cash acquired
 
 
(3,673)
Total payment for D2C Media, net
 
$
76,168 
 
Goodwill. In connection with the D2C Media Acquisition, the Company recorded goodwill in the amount of $42.0 million, 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 D2C Media Acquisition would have had an immaterial impact on the Company’s Consolidated Financial Statements for the year ended December 31, 
2022.
 
AccuTrade Acquisition. On March 1, 2022, the Company acquired certain of the assets and assumed certain liabilities of Accu-Trade, LLC; Accu-Trade 
Canada, LLC; Galves Market Data; and Headstart Logistics, LLC d/b/a/ MADE Logistics (collectively, "AccuTrade"), which provides dealers with VIN-
specific vehicle valuation and appraisal data, instant offer capabilities and logistics technology (the "AccuTrade Acquisition"). The Company expensed as 
incurred total acquisition costs of $2.0 million, of which $1.0 million were recorded during the year ended December 31, 2022. These costs were recorded 
in General and administrative expenses in the Consolidated Statements of Income.
 
Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on 
management’s final 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 multi-period excess earnings and the relief of royalty methods. The AccuTrade Acquisition 
purchase price allocation is as follows (in thousands):
 
 
 
Acquisition-date
Fair Value
 
Cash consideration
 
$
64,663 
Other consideration 
 
 
5,300 
Contingent consideration 
 
 
23,936 
Total purchase consideration
 
$
93,899 
 
 
   
Assets acquired 
 
$
1,595 
Identified intangible assets 
 
 
15,679 
Total assets acquired
 
 
17,274 
Total liabilities assumed 
 
 
(235)
Net identifiable assets
 
 
17,039 
Goodwill
 
 
76,860 
Total purchase consideration
 
$
93,899 
 
(1)
In connection with the AccuTrade Acquisition, the Company entered into an agreement to provide one of the former owners with a one-year license to a 
certain product. The fair value of the license was determined to be $6.5 million, of which the Company received $1.2 million in cash upon the close of the 
AccuTrade Acquisition. The $5.3 million difference between the fair value of $6.5 million and the $1.2 million in cash was recorded as non-cash 
consideration and the $6.5 million license fee was recorded in Other accrued liabilities as a contract liability on the Consolidated Balance Sheets and was 
amortized into Other revenue on the Consolidated Statements of Income over the one-year contract term. The revenue related to the non-cash consideration of 
$0.9 million and $4.4 million for the years ended December 31, 2023 and 2022, respectively, is a non-cash reconciling item titled Amortization of deferred 
revenue related to AccuTrade Acquisition on the Consolidated Statements of Cash Flows.
(2)
As part of the AccuTrade Acquisition, the Company may be required to pay additional consideration to the former owners based on the achievement of certain 
financial targets. The Company has the option to pay consideration in cash or certain amounts in stock, which would result in a variable number of shares 
being issued in accordance with a calculation based on future share prices. The amount to be paid will be determined by the acquired business’ future 
performance to be attained over a three-year performance period; based on certain tiered performance metrics the maximum amount to be paid is $63.0 
million, of which a maximum of $15.0 million could be in stock, with additional upside for performance that exceeds the tiered performance metrics. The 
contingent consideration is classified as Level 3 in the 
(1)
(2)
(3)
(4)
(5)

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
49
fair value hierarchy. The fair value is measured based on a Monte Carlo simulation. This amount represents the estimated fair value at the time of the 
acquisition. For more information on the fair value of the AccuTrade contingent consideration, see Note 4 (Fair Value Measurements).
(3)
Assets acquired primarily consist of accounts receivable.
 
(4)
Information regarding the identifiable intangible assets acquired is as follows:
 
 
 
Acquisition-Date
 Fair Value
(in thousands)
 
 
Amortization Period
(in years)
Acquired software
 
$
12,926   
5
Trade name
 
 
1,446   
10
Customer relationships
 
 
1,307   
7
Total
 
$
15,679   
 
 
(5)
Total liabilities assumed primarily consist of accounts payable.
 
In connection with the AccuTrade Acquisition, the Company recorded goodwill in the amount of $76.9 million, which is primarily attributable to sales 
growth from existing and future technology, product offerings, customers and the value of the acquired assembled workforce. All of the goodwill is 
considered deductible for income tax purposes.
 
Note 4. Fair Value Measurements 
 
The Company's liabilities measured at fair value on a recurring basis consisted of the following (in thousands):
 
 
 
   
Fair value measurement at reporting date
 
 
As of 
December 31, 2024
   
Level 1
   
Level 2
   
Level 3
 
Contingent consideration
$
500    $
—    $
—    $
500 
Total
$
500    $
—    $
—    $
500 
 
 
 
   
Fair value measurement at reporting date
 
 
As of 
December 31, 2023
   
Level 1
   
Level 2
   
Level 3
 
Contingent consideration
$
61,408    $
—    $
—    $
61,408 
Total
$
61,408    $
—    $
—    $
61,408 
 
The rollforward of the Level 3 contingent consideration from December 31, 2023 is as follows (in thousands):
 
 
As of
December 31, 2023
   
Payment of Contingent 
Consideration
   
Fair Value
Adjustment 
   
As of
December 31, 2024
 
Contingent consideration
$
61,408    $
(27,435)   $
(33,473)   $
500 
 
(1)
Fair value adjustments on contingent considerations are reflected within Other income (expense), net in the Consolidated Statements of Income.
 
The Company's contingent consideration obligations arise from acquisitions that involve a potential future payment of consideration that is contingent upon 
the achievement of certain financial or operational metrics. The contingent consideration is classified in the Consolidated Balance Sheets based on expected 
payment dates. As of December 31, 2024, $0.5 million was included within Other accrued liabilities in the Consolidated Balance Sheets. As of December 
31, 2023, $25.8 million and $35.6 million were included within Other accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated 
Balance Sheets. For information related to the AccuTrade contingent consideration agreement, see Note 3 (Business Combinations). The Company expects 
to make the remaining payments on the contingent consideration in 2025. 
 
Note 5. Revenue
 
(1)

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
50
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):
 
 
 
Year Ended December 31,
 
 
 
2024
   
2023
   
2022
 
Dealer
  $
640,722   $
621,661   $
579,222 
OEM and National
   
65,894    
55,904    
58,557 
Other
   
12,536    
11,618    
16,097 
Total revenue
  $
719,152   $
689,183   $
653,876 
 
Note 6. Goodwill and Other Intangible Assets, net
 
Goodwill and Indefinite-Lived Intangible Asset Summary. The changes in the carrying amount of goodwill and indefinite-lived intangible asset are as 
follows (in thousands):
 
 
 
Goodwill
   
Cars.com
Trade name
 
December 31, 2022
  $
102,856    $
390,020 
Additions 
   
42,254     
— 
Foreign currency translation adjustment
   
1,948     
— 
December 31, 2023
  $
147,058    $
390,020 
Foreign currency translation adjustment
   
(3,479)    
— 
Other adjustments 
   
(300)    
— 
December 31, 2024
  $
143,279    $
390,020 
 
(1)
In connection with the D2C Media Acquisition, the Company recorded goodwill in the amount of $42.0 million. The D2C Media Acquisition related goodwill was 
preliminary as of December 31, 2023, and was subject to an immaterial purchase accounting adjustment in 2024. For more information on the acquisitions, see Note 3 
(Business Combinations).
 
Goodwill and Indefinite-Lived Intangible Asset Impairment Test. The Company performed impairment tests for goodwill and the indefinite-lived 
intangible asset. The Company performed a qualitative assessment that considers events and circumstances such as macroeconomic conditions, industry 
and market conditions, cost factors and overall financial performance, as well as company specific facts and circumstances. After performing this 
assessment, the Company concluded there were no indicators of impairment and therefore, the Company did not perform a quantitative test and did not 
record an impairment to goodwill or the indefinite-lived intangible asset during any of the three years ending December 31, 2024, 2023 and 2022.
 
Definite Lived Intangible Assets. The Company’s definite-lived intangible assets by major asset class are as follows (in thousands):
 
 
 
December 31, 2024
   
December 31, 2023
 
 
 
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Net
Carrying
Amount
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Net
Carrying
Amount
 
Customer relationships
  $
857,733    $
(687,163)   $
170,570    $
864,344    $
(624,204)   $
240,140 
Acquired software
   
82,386     
(63,102)    
19,284     
83,138     
(54,990)    
28,148 
Other trade names
   
26,941     
(21,125)    
5,816     
27,001     
(16,142)    
10,859 
Content library
   
2,100     
(2,100)    
—     
2,100     
(2,100)    
— 
Total
  $
969,160    $
(773,490)   $
195,670    $
976,583    $
(697,436)   $
279,147 
 
(1)
(1)

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
51
As of December 31, 2024, projected annual amortization expense for amortizable intangible assets is as follows (in thousands):
 
2025
 
$
62,215 
2026
 
 
40,806 
2027
 
 
34,550 
2028
 
 
28,372 
2029
 
 
13,698 
Thereafter
 
 
16,029 
Total
 
$
195,670 
 
Note 7. 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 and 
therefore is not reflected within the Consolidated Statements of Cash Flows. 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 December 31, 2024, $290.0 million was available to borrow under the Revolving Loan, and the Company had $60.0 million of 
outstanding borrowings. The Company made $20.0 million in cash payments on the Revolving Loan during the year ended December 31, 2024. There were 
no cash drawdowns during the period. The interest rate in effect as of December 31, 2024 was 6.5%. The Company’s borrowings are limited by its Senior 
Secured Net Leverage Ratio and Consolidated Interest Coverage Ratio, which were 0.04x and 6.5x, respectively, as of December 31, 2024 and calculated 
in accordance with the Company's Credit Agreement.
 
Term Loan. During the year ended December 31, 2024, the Company made $10.0 million in Term Loan payments. In connection with the Fifth 
Amendment in May 2024, the Company borrowed amounts under the new Revolving Loan to fully repay the remaining outstanding principal amount 
under the Term Loan in a non-cash transaction.
 
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.
 
Debt Issuance Costs. Debt issuance costs related to the various amendments and issuances were $7.7 million and $8.1 million as of December 31, 2024 
and 2023, respectively. Depending on the nature of the debt issuance costs and the underlying debt to which it relates, they are recorded as either a 
reduction of debt and accreted using the effective interest method or as a deferred asset and accreted using the straight-line method with the amortization 
recorded in Interest expense, net on the Consolidated Statements of Income. 
 
Debt Guarantors, Collateral, Covenants and Restrictions. The obligations under the debt agreements are guaranteed by the Company and its subsidiary 
guarantors. The Guarantors secured their respective obligations under the debt agreements by granting liens in favor of the agent on substantially all of their
assets. The terms of the debt agreement include representations and warranties, affirmative and negative covenants (including certain financial covenants) 
and events of default that are customary for credit facilities of this nature. The negative covenants place restrictions and limitations on the Company’s 
ability to incur additional indebtedness, make distributions or other restricted payments, create liens, make certain equity or debt investments, engage in 
mergers or consolidations and engage in certain transactions with affiliates. As of December 31, 2024, the Company is in compliance with the covenants 
under its debt agreements.
 
Long-term Debt Maturities. Long-term debt includes future principal payments on long-term borrowings through scheduled maturity dates. Excluded from 
these amounts are the amortization of debt issuance and other costs related to indebtedness. As of December 31, 

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
52
2024, the Company’s contractual payments under then-outstanding long-term debt agreements in each of the next five calendar years and thereafter are as 
follows (in thousands):
 
2025
  $
— 
2026
   
— 
2027
   
— 
2028
   
400,000 
2029
   
60,000 
Thereafter
   
— 
Total
  $
460,000 
 
Note 8. Interest Rate Swap
 
The interest rate on borrowings under the Company’s Term Loan is floating and, therefore, subject to fluctuations. In order to manage the risk associated 
with changes in interest rates on its borrowing under the initial Term Loan, the Company entered into an interest rate swap (the "Swap") effective 
December 31, 2018. The Swap expired on May 31, 2022 and, as such, is no longer recorded on the Consolidated Balance Sheets. During the year ended 
December 31, 2022, $2.4 million was reclassified from Accumulated other comprehensive (loss) income and recorded in Interest expense, net, respectively. 
During the year ended December 31, 2022, the Company made payments of $3.3 million related to the Swap. During the year ended December 31, 2022, 
$0.4 million was reclassified as a tax benefit from Accumulated other comprehensive (loss) income into Income tax expense (benefit) on the Consolidated 
Statements of Income. 
 
Note 9. Leases 
 
Leases. The Company is obligated as a lessee under certain non-cancelable operating leases for office space, and is also obligated to pay insurance, 
maintenance and other executory costs associated with the leases. In May 2016, the Company entered into a lease of office space in Chicago, Illinois. In 
November 2024, the Company amended the lease, which resulted in a reduction of its office space by 67%, extension of the lease term from June 2031 to 
June 2036 for the remaining portion, and paid a termination penalty of $10.5 million. This was accounted for as a lease modification. Monthly rental 
payments under the lease escalate by 2.5% each year through June 2031, then by 1.5% each year through the remainder of the lease. As a result of this lease 
modification, and the commencement of a separate lease, the Company recognized $4.7 million of right of use assets obtained in exchange for lease 
obligations during the year ended December 31, 2024.
 
As of December 31, 2024, the Company’s scheduled future minimum lease payments under operating leases having initial noncancelable lease terms of 
more than one year, is as follows (in thousands):
 
2025
  $
5,257 
2026
   
3,527 
2027
   
2,033 
2028
   
2,085 
2029
   
1,993 
Thereafter
   
12,365 
Total minimum lease payments
   
27,260 
Less: Imputed interest 
   
(6,630)
Present value of the minimum lease payments
   
20,630 
Less: Current maturities of lease obligations
   
(4,085)
Long-term lease obligations
  $
16,545 
 
(1)

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
53
 
(1)
The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available from the Company’s lessors. Therefore, in order to 
discount lease payments to present value, the Company has estimated its incremental borrowing rate based on information available at the lease commencement, 
modification or acquisition date.
 
As of December 31, 2024 and 2023, the Company’s operating lease assets, included in Investments and other assets, net, were $16.8 million and $13.0 
million, respectively, and operating lease liabilities were $20.6 million and $27.6 million, respectively, the current maturities of which is included in Other 
accrued liabilities and the long-term portion of which is included in Other noncurrent liabilities. The difference between the operating lease assets and the 
operating lease liabilities is primarily due to a lease incentive received related to the lease in Chicago, Illinois.
 
Other information related to the Company’s operating leases for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands, except 
months and percentages):
 
 
 
Year Ended December 31,
 
Income statement information:
 
2024
   
2023
   
2022
 
Operating lease cost
  $
2,986 
 $
3,035 
 $
2,993 
Short-term lease cost
   
66 
   
79 
   
137 
Variable lease cost
   
4,443 
   
3,461 
   
3,443 
Total lease cost
  $
7,495 
  $
6,575 
  $
6,573 
 
 
 
  
 
  
 
 
Other information:
   
 
  
 
 
 
 
Cash paid for amounts included in the measurement of operating lease 
liabilities 
  $
14,790 
  $
3,672 
  $
4,470 
Weighted-average remaining lease term (in months)
   
130 
   
89 
   
101 
Weighted-average discount rate as of December 31,
   
6.4%    
7.5%    
7.5%
(1) The year ended December 31, 2024 includes a termination penalty of $10.5 million related to the lease amendment.
 
Note 10. 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 11. Stockholders' Equity
 
In February 2022, the Company's Board of Directors authorized a three-year share repurchase program to acquire up to $200.0 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. During the year ended December 31, 2024, the Company repurchased and subsequently retired 2.8 million shares for 
$49.2 million at an average price paid per share of $17.72.
 
(1)

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
54
Note 12. 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 stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other stock-based 
and cash-based awards. A maximum of 18.0 million common shares may be issued under the Omnibus Plan. As of December 31, 2024, there were 2.8 
million common shares available for future grants. The Company issues new shares of common stock for shares delivered under the Omnibus Plan. 
Information related to stock-based compensation expense is as follows (in thousands): 
 
 
 
Year Ended December 31,
 
 
 
2024
   
2023
   
2022
 
Stock-based compensation expense
  $
30,553   $
28,491   $
22,342 
Income tax benefit related to stock-based
   compensation expense
   
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,
 
 
 
2024
 
 
2023
 
 
2022
 
Cost of revenue and operations
 
$
871   
$
1,487   
$
955 
Product and technology
 
 
10,684   
 
8,814   
 
6,647 
Marketing and sales
 
 
5,381   
 
5,740   
 
4,921 
General and administrative
 
 
13,617   
 
12,450   
 
9,819 
Total
 
$
30,553   
$
28,491   
$
22,342 
 
For each of the years ended December 31, 2024 and 2023, $0.3 million 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, 2024 for restricted share units ("RSUs"), performance share units 
("PSUs"), stock options and the Cars Commerce 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
  $
33,397    
1.8 
PSUs
   
6,939    
2.3 
Stock Options
   
137    
0.2 
ESPP
   
327    
0.4 
Total
  $
40,800   
   
 
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 year ended December 31, 
2024 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, 2023
   
3,725    $
15.67 
Granted
   
1,971     
17.19 
Vested and delivered
   
(1,589)    
15.41 
Forfeited
   
(470)    
16.36 
Outstanding as of December 31, 2024 
   
3,637    $
16.52 
 
(1)

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
55
 
(1)
Includes 376 RSUs that were vested, but not yet delivered.
 
The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2023 and 2022 was $16.72 and $14.21, respectively. 
The total grant-date fair value of RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $24.5 million, $19.1 million and $16.9 
million, respectively. 
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 related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization, or cumulative 
adjusted net income per share targets over a two-year or three-year performance period. These PSUs are subject to cliff vesting after the end of the 
respective performance period. PSU activity for the year ended December 31, 2024 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, 2023
   
512    $
15.66 
Granted
   
419     
17.23 
Vested and delivered
   
—     
— 
Forfeited
   
—     
— 
Outstanding as of December 31, 2024
   
931    $
16.37 
 
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, 2024 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, 2023
   
1,067    $
6.28    
6.98   $
9,096 
Granted
   
—     
—    
—    
— 
Exercised
   
—     
—    
—    
— 
Forfeited
   
—     
—    
—    
— 
Outstanding as of December 31, 2024
   
1,067     
6.28    
5.98    
7,346 
Exercisable as of December 31, 2024
   
804     
5.27    
5.57    
6,751 
 
There were no stock options granted during the years ending December 31, 2024 and 2023. The fair value of the stock options granted during the year 
ended December 31, 2022 were estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions:
 
 
2022
 
Risk-free interest rate
 
2.21%
Weighted-average volatility
 
65.22%
Dividend yield
 
0%
Expected years until exercise
 
6.5 
 

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
56
Employee Stock Purchase Plan ("ESPP"). 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 Cars Commerce common stock at a purchase price per share equal to 85% of the 
lower of (i) the closing market price per share of Cars Commerce at the beginning of the offering period or (ii) the closing market price per share at the end 
of the offering period. A maximum of three million shares are available for issuance under the ESPP. As of December 31, 2024, 1.7 million shares were 
available for issuance under the ESPP. The Company issued 0.2 million, 0.2 million and 0.2 million shares related to the ESPP and recorded $0.7 million, 
$0.8 million and $0.6 million of stock-based compensation expense related to the ESPP for the years ended December 31, 2024, 2023 and 2022, 
respectively. 
 
Note 13. 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 calculation 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 
pay up to $15.0 million of the contingent consideration in shares of the Company's common stock at a future date. Those potential shares have been 
excluded from the computations below because 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):
 
 
 
Year Ended December 31,
 
 
 
2024
 
 
2023
 
 
2022
 
Net income 
  $
48,188    $
118,442    $
17,206 
Basic weighted-average common shares outstanding
   
66,006     
66,742     
68,215 
Effect of dilutive stock-based compensation awards 
   
1,381     
1,485     
1,434 
Diluted weighted-average common shares outstanding
   
67,387     
68,227     
69,649 
Earnings per share, basic 
  $
0.73    $
1.77    $
0.25 
Earnings per share, diluted 
   
0.72     
1.74     
0.25 
 
(1)
During the year ended December 31, 2023 the Company released a significant portion of its valuation allowance for deferred tax assets that had been recorded as a 
result of the 2020 goodwill and indefinite-lived intangible asset impairments. For more information, see Note 14 (Income Taxes).
 
(2)
There were 31, 290 and 2,033 potential common shares excluded from diluted weighted-average common shares outstanding for the years ended December 31, 2024, 
2023 and 2022, respectively, as their inclusion would have had an anti-dilutive effect.
 
Note 14. Income Taxes 
 
Selected Information Related to Income Taxes. Significant components of Income before income taxes are as follows (in thousands): 
 
 
 
Year Ended December 31,
 
 
 
2024
 
 
2023
 
 
2022
 
U.S.
 $
71,659   $
20,917   $
22,533 
Non-U.S.
  
(9,796)   
(2,812)   
43 
Income before income taxes
 $
61,863   $
18,105   $
22,576 
 
(1)
(2)
(1)
(1)

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
57
 
 
Year Ended December 31,
 
 
 
2024
 
 
2023
 
 
2022
 
Current:
 
 
   
 
   
 
 
U.S. federal
 $
(609)  $
11,603   $
2,991 
U.S. state and local
  
1,198    
2,289    
1,122 
Non-U.S.
  
1,192    
269    
(26)
Total current income tax expense
  
1,781    
14,161    
4,087 
Deferred:
 
     
     
   
U.S. federal
  
12,210    
(95,298)   
579 
U.S. state and local
  
533    
(19,034)   
671 
Non-U.S.
  
(849)   
(166)   
33 
Total deferred income tax expense (benefit)
  
11,894    
(114,498)   
1,283 
Income tax expense (benefit)
 $
13,675   $
(100,337)  $
5,370 
 
The income tax provision differed from amounts computed at the statutory federal income tax rate, as follows (in thousands, except percentages):
 
 
 
Year Ended December 31,
   
 
 
2024
 
   
2023
 
   
2022
 
 
 
 
$
   
%
   
 
$
   
%
   
 
$
   
%
   
Income tax provision at statutory rate
  $
12,991      
21.0   %   $
3,803      
21.0   %   $
4,743      
21.0   %
State income taxes, net of federal income tax expense
   
2,182      
3.5    
   
148      
0.8    
   
1,122      
5.0    
Nondeductible transaction expenses
   
2,086      
3.4    
   
461      
2.5    
   
(2,608 )    
(11.6 )  
Nondeductible executive compensation
   
2,008      
3.2    
   
2,771      
15.3    
   
1,974      
8.7    
Uncertain tax positions
   
1,216  
   
2.0    
   
1,070      
5.9    
   
(4,042 )    
(17.9 )  
Stock-based compensation
   
(638 )    
(1.0 )  
   
(2,859 )    
(15.8 )  
   
(1,432 )    
(6.3 )  
Return to provision adjustments
   
(1,066 )    
(1.7 )  
   
(2,972 )    
(16.4 )  
   
4,627      
20.5    
Valuation allowance
   
(2,318 )    
(3.7 )  
   
(101,182 )    
(558.9 )  
   
1,194      
5.3    
Tax credits
   
(3,300 )    
(5.3 )  
   
(2,462 )    
(13.6 )  
   
(1,455 )    
(6.4 )  
Other, net
   
514      
0.7    
   
885      
5.0    
   
1,247      
5.5    
Income tax expense (benefit)
  $
13,675      
22.1   %   $
(100,337 )    
(554.2 ) %   $
5,370      
23.8   %
 
Deferred Tax Assets, Liabilities and Valuation Allowance. The Company has recorded deferred tax assets related to federal and state income tax net 
operating loss ("NOL") carryforwards of approximately $2.9 million and $2.4 million as of December 31, 2024 and 2023, respectively. These federal 
NOLs, and certain state NOLs, can be carried forward indefinitely.
 
The Company has also recorded deferred tax assets related to federal and state research and development ("R&D") tax credit carryforwards of $1.9 million 
and $1.2 million as of December 31, 2024 and 2023, respectively. The federal and state R&D tax credits generally may be carried forward 20 years and 5 
years, respectively.
 
The Tax Cuts and Jobs Act enacted in December 2017 amended Internal Revenue Code Section 174 to require that specific research and experimental 
expenditures be capitalized and amortized over five years (15 years for non-U.S. R&D expenditures) beginning in the Company’s 2022 fiscal year.
 
During 2023, the Company released a significant portion of the valuation allowance that had been previously recorded against its deferred tax assets. In 
connection with the sale of the Company’s RepairPal equity investment during 2024, the Company released its remaining portion of the valuation 
allowance. As a result, the Company has no valuation allowance recorded as of December 31, 2024. For more information on the sale, see Note 2 
(Significant Accounting Policies). 
 

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
58
Significant components of the deferred tax assets and liabilities are as follows (in thousands): 
 
 
 
December 31,
 
 
 
2024
 
 
2023
 
Deferred income tax liabilities:
 
     
   
Indefinite lived intangibles
 $
(24,161)  $
(14,203)
Property and equipment
  
(7,309)   
— 
Right of use assets
  
(4,227)   
(3,274)
Other
  
(1,402)   
— 
Total deferred tax liabilities
 $
(37,099)  $
(17,477)
 
 
     
   
Deferred income tax assets:
 
     
   
Goodwill
 $
55,947   $
73,172 
Capitalized research and development costs
  
28,677    
24,818 
Definite lived intangibles
  
15,204    
2,596 
Accrued compensation
  
11,961    
12,006 
Lease obligations
  
7,812    
6,941 
Interest expense limitation carryforward
  
6,442    
— 
NOL and tax credit carryforwards
  
4,813    
3,603 
Other
  
—    
855 
Total deferred tax assets
  
130,856    
123,991 
Less: Valuation allowance
  
—    
(2,318)
Net deferred tax asset
 $
93,757   $
104,196 
 
The deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023 were as follows (in 
thousands):
 
 
 
December 31,
 
 
 
2024
 
 
2023
 
Investments and other assets, net
 $
100,530   $
112,953 
Other noncurrent liabilities
   
(6,773)    
(8,757)
Net deferred tax asset
 $
93,757   $
104,196 
 
Uncertain Tax Positions. A summary of the Company’s uncertain tax positions is as follows (in thousands):
 
 
 
Year Ended December 31,
 
 
 
2024
 
 
2023
 
Balance as of January 1
 $
3,477 
 $
2,553 
Additions based on tax positions related to the current year
  
680 
  
620 
Additions for tax positions of prior years
  
408 
  
304 
Reductions for tax positions of prior years
  
(264)
  
— 
Balance as of December 31
 $
4,301 
 $
3,477 
 
The Company believes it is reasonably possible that within the next twelve months the amount of the Company's uncertain tax positions may be decreased 
by an immaterial amount. The Company has recorded its best estimate of the potential exposure for these issues. As of December 31, 2024 and 2023, the 
Company had $4.3 million and $2.4 million, respectively, of uncertain tax positions that, if recognized, would affect the annual tax rate.
 
The Company files a consolidated U.S. federal income tax return, as well as income tax returns in various state and local jurisdictions. The Company's tax 
returns are routinely audited by federal and state tax authorities and these tax audits are at various stages of completion at any given time. The Company’s 
tax returns open to examination by a federal or state taxing authority are for years beginning on or after January 1, 2018. 
 
Note 15. Segment Information

Cars.com Inc.
Notes to Consolidated Financial Statements (Continued)
 
59
 
Operating segments are components of an enterprise where separate financial information is available that is evaluated regularly by the chief operating 
decision maker (the "CODM"), or decision-making group, in deciding how to allocate resources and in assessing performance. 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. 
No asset information is provided to the CODM.
 
For the years ended December 31, 2024, 2023 and 2022, the Company had one operating and reportable segment. The Company's significant segment 
expenses are as follows:
 
 
 
Year Ended December 31,
 
 
 
2024
 
 
2023
 
 
2022
 
Revenue:
 
     
     
   
Dealer
  $
640,722   
$
621,661   
$
579,222 
OEM and National
   
65,894   
 
55,904   
 
58,557 
Other
   
12,536   
 
11,618   
 
16,097 
Total revenue
   
719,152     
689,183     
653,876 
Operating expenses:
 
     
     
   
Employee expense 
   
237,943     
227,047     
204,080 
Marketing and advertising
   
112,134     
116,766     
113,020 
Direct costs
   
86,506     
84,024     
79,970 
Hardware, software and supplies
   
30,949     
26,002     
23,605 
Stock-based compensation
   
30,553     
28,491     
22,342 
Depreciation and amortization
   
107,182     
101,000     
94,394 
Other 
   
60,387     
51,737     
50,429 
Total operating expenses
   
665,654     
635,067     
587,840 
Operating income
   
53,498     
54,116     
66,036 
Nonoperating income (expense), net
   
8,365     
(36,011)    
(43,460)
Income before income taxes
   
61,863     
18,105     
22,576 
Income tax expense (benefit)
   
13,675     
(100,337)    
5,370 
Net income
  $
48,188    $
118,442    $
17,206 
 
(1)
Employee expense excludes stock-based compensation, which is shown separately, and earnout compensation related to the D2C Media Acquisition, which is included 
in Other.
 
(2)
Other primarily includes total lease cost, utilities, consulting and professional fees, earnout compensation related to the D2C Media Acquisition and travel and 
expense, training and conferences. For more information on the D2C Media earnout, see Note 3 (Business Combinations).
 
For the years ended December 31, 2024, 2023 and 2022, the Company did not have any one customer that generated greater than 10% of total revenue. 
Substantially all revenue and long-lived assets were generated and located within the U.S.
 
Note 16. Subsequent Events
 
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. Cash consideration for the 
transaction will be approximately $25.3 million at closing and funded with cash on hand. There is also the potential for additional performance-based 
consideration of up to $88.0 million through 2028, which may be paid in cash or stock. The amount to be paid will be based on achievement of certain 
financial thresholds.
 
Share Repurchase Program. In February 2025, the Company's Board of Directors authorized a share repurchase program to acquire up to $250.0 million 
of the Company's common stock over a three-year period. 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 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 its 
blackout periods. The Company intends to fund the share repurchase program principally with cash from operations.
(1)
(2)

 
60
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.
 
Item 9A. Controls and Procedures. 
 
Management’s Evaluation of 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 Exchange Act) as of the end of the period covered by this Annual Report on 
Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and 
procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange 
Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is 
accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely 
decisions regarding required disclosure.
 
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.
 
Management’s Report on Internal Control over Financial Reporting
 
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act). Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and 
the preparation and fair presentation of published financial statements.
 
In evaluating the effectiveness of our internal control over financial reporting as of December 31, 2024, management used the framework set forth by the 
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on such evaluation, 
management concluded that our internal control over financial reporting was effective as of December 31, 2024. Management reviewed the results of its 
assessment with the Audit Committee of our Board of Directors.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of 
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of 
compliance with the policies or procedures may deteriorate. Ernst & Young LLP, our independent registered public accounting firm, issued an attestation 
report on the effectiveness of our internal control over financial reporting as of December 31, 2024 included herein.
 
Changes in Internal Control over Financial Reporting
 
During the period covered by this Annual Report on Form 10-K, 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).
 

 
61
Report of Independent Registered Public Accounting Firm
 
To the Stockholders and the Board of Directors of Cars.com Inc.
 
Opinion on Internal Control Over Financial Reporting 
 
We have audited Cars.com Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – 
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our 
opinion, Cars.com Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 
based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated 
Balance Sheets of Cars.com Inc. as of December 31, 2024 and 2023, the related Consolidated Statements of Income, Comprehensive Income, 
Stockholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated 
February 27, 2025 expressed an unqualified opinion thereon. 
 
Basis for Opinion
 
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of 
internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our 
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm 
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the 
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an 
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating 
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We 
believe that our audit provides a reasonable basis for our opinion. 
 
Definition and Limitations of Internal Control Over Financial Reporting
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting 
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control 
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly 
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit 
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are 
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding 
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial 
statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of 
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of 
compliance with the policies or procedures may deteriorate. 
 
/s/ Ernst & Young LLP
 
Chicago, Illinois
February 27, 2025

 
62
Item 9B. Other Information.
 
During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-
Rule 10b5-1 trading arrangement," as the terms are defined in Item 408(a) of Regulation S-K. 
 
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
 
Not applicable. 

 
63
PART III 
 
Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item will be included in the Company’s definitive 
proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2024 in connection with the 2025 
Annual Meeting of Stockholders and is incorporated herein by reference. We have adopted an Insider Trading Policy that governs the purchase, sale, and/or 
other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules 
and regulations, and applicable New York Stock Exchange listing requirements. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual 
Report on Form 10-K.
 
Item 11. Executive Compensation. The information required by this item will be included in the Company’s definitive proxy statement, to be filed with 
the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2024 in connection with the 2025 Annual Meeting of Stockholders 
and is incorporated herein by reference. 
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this 
item will be included in the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year 
ended December 31, 2024 in connection with the 2025 Annual Meeting of Stockholders and is incorporated herein by reference. 
 
Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be included in the 
Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2024 in 
connection with the 2025 Annual Meeting of Stockholders and is incorporated herein by reference. 
 
Item 14. Principal Accounting Fees and Services. Information about aggregate fees billed to us by our principal accountant, Ernst & Young LLP 
(PCAOB ID No. 42) will be included under the caption "Independent Auditor Fees" in the definitive proxy statement, to be filed with the SEC within 120 
days after the end of the Company's fiscal year ended December 31, 2024 in connection with the 2025 Annual Meeting of Stockholders and is incorporated 
herein by reference. 

 
64
PART IV 
 
Item 15. Exhibits, Financial Statement Schedules. 
 
(a) (1) Financial Statements. The financial statements required by this item are listed in Part II, Item 8., "Financial Statements and Supplementary Data" 
herein and linked as follows:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
 
 
(2) Financial Statement Schedules. All other schedules are omitted because they are not applicable, not required or the required information is shown in 
the Consolidated Financial Statements or notes thereto.
 
(b) Exhibits. The exhibits required by this item are listed in the Exhibit Index which immediately precedes the exhibits filed with this Form 10-K and is 
incorporated herein by this reference.
 

 
65
EXHIBIT INDEX
 
Exhibit
Number
 
Exhibit Description
 
   
  3.1** 
 
Amended and Restated Certificate of Incorporation of Cars.com Inc. (incorporated by reference to Exhibit 3.1 to Cars.com Inc.’s Form 
8-K filed on June 5, 2017, File No. 001-37869).
 
   
  3.2** 
 
Amended and Restated By-Laws of Cars.com Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K filed on October 23, 2018, File 
No. 001-37869).
 
   
  4.1**
  Description of Securities
 
   
  4.2** 
 
Indenture, dated October 30, 2020, among Cars.com Inc., the subsidiary guarantors party hereto and Wilmington Trust, National 
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Cars.com Inc. on October 30, 2020)
 
   
  4.3**
 
First Supplemental Indenture, dated November 17, 2021 among CreditIQ, Inc., Cars.com Inc. and Wilmington Trust, National 
Association, as trustee (incorporated by reference to Exhibit 4.3 of Cars.com Inc.’s Annual Report on Form 10-K for the fiscal year end 
December 31, 2021, File No. 001-37869)
 
   
10.1** 
 
Credit Agreement dated as of May 31, 2017 among Cars.com Inc., as Borrower, each lender from time to time party hereto, the other 
parties party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.7 to Cars.com 
Inc.’s Form 8-K filed on June 5, 2017, File No. 001-37869)
 
   
10.2**
 
First Amendment to Credit Agreement dated as of October 4, 2019 among Cars.com Inc., the Subsidiary Guarantors party thereto and 
JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on 
October 7, 2019, File No. 001-37869)
 
   
10.3**
 
Second Amendment to Credit Agreement, dated as of June 15, 2020, by and among Cars.com Inc., each lender from time to time party 
thereto, the other parties party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 
10.1 to Cars.com Inc.’s Form 8-K filed on June 16, 2020, File No. 001-37869)
 
   
10.4**
 
Third Amendment to Credit Agreement, dated October 30, 2020, among Cars.com Inc., each lender from time to time party thereto, the 
other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to 
Cars.com Inc.’s Form 8-K filed on October 30, 2020)
 
   
10.5**
 
Fourth Amendment to Credit Agreement dated as of June 23, 2023 among Cars.com Inc., each lender from time to time party thereto, 
the other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to 
Cars.com Inc.’s Form 10-Q filed on August 3, 2023, File No. 001-37869)
 
   
10.6**
 
Fifth Amendment to Credit Agreement dated as of May 6, 2024 among Cars.com Inc., each lender from time to time party thereto, the 
other parties thereto and JPMorgan Chase Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Cars.com 
Inc.’s Form 10-Q filed on May 9, 2024, File No. 001-37869)
 
   
10.7**^ 
 
Cars.com Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 of Cars.com Inc.’s Form 8-K filed on June 
5, 2017, File No. 001-37869).
 
   
10.8**^ 
 
Cars.com Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 to Cars.com Inc.’s Form 8-K filed on June 5, 
2017, File No. 001-37869).
 
   
10.9**^ 
 
Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No. 
001-37869).
 
   
10.10**^ 
  Cars.com Inc. Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.3 to Cars.com Inc.’s Quarterly Report 
on Form 10-Q filed August 8, 2024, File No. 001-37869).
 
   
10.11**^ 
  Cars.com Inc. Executive Severance Plan (incorporated herein by reference to Exhibit 10.4 to Cars.com Inc.’s Quarterly Report on Form 
10-Q filed August 8, 2024, File No. 001-37869).

 
66
 
   
10.12**^
 
Restricted Stock Unit Award Agreement, effective as of January 1, 2017, between TEGNA Inc. and Alex Vetter (incorporated by 
reference to Exhibit 10.6 of Amendment No. 4 to Cars.com Inc.’s Registration Statement on Form 10 filed on April 27, 2017, File No. 
001-37869). 
 
   
10.13**^ 
  Form of 2017 Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.3 to Cars.com Inc.’s 
Quarterly Report on Form 10-Q filed on June 20, 2017, File No. 001-37869).
 
   
10.14**^ 
  Form of 2017 Employee Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.4 to Cars.com Inc.’s 
Quarterly Report on Form 10-Q filed June 20, 2017, File No. 001-37869).
 
   
10.15**^
  Form of Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.17 to Cars.com Inc.’s Annual 
Report on Form 10-K filed February 28, 2019, File No. 001-37869). 
 
   
10.16**^
  Form of Performance Based Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.18 to Cars.com 
Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-37869)
 
   
10.17**^
  Form of 2020 Employee Restricted Stock Unit Award Agreement (2020) issued under the Cars.com Inc. Omnibus Incentive 
Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 6, 
2020, File No. 001-37869)
 
   
10.18**^
  Form of Employee Option Award Agreement issued under the Cars.com Inc. Omnibus Incentive Compensation Plan (incorporated 
herein by reference to Exhibit 10.2 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 6, 2020, File No. 001-37869)
 
   
10.19**^
  Form of Restricted Stock Unit Award Agreement issued under the Cars.com Inc. Omnibus Incentive Plan (incorporated herein by 
reference to Exhibit 10.1 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed August 8, 2024, File No. 001-37869)
 
   
10.20**^
  Form of Performance Stock Unit Award Agreement issued under the Cars.com Inc. Omnibus Incentive Plan (incorporated herein by 
reference to Exhibit 10.2 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed August 8, 2024, File No. 001-37869)
 
   
10.21**^
  Form of 2020 Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s 
Quarterly Report on Form 10-Q filed on July 30, 2020, File No. 001-37869)
 
   
10.22**^
 
Letter Agreement, dated as of November 2, 2016, between Cars.com, LLC and Alex Vetter (incorporated by reference to Exhibit 10.14 
of Amendment No. 4 to Cars.com Inc.’s Registration Statement on Form 10 filed on April 27, 2017, File No. 001-37869).
 
   
10.23**^ 
  Letter Agreement, dated as of July 9, 2018, between Cars.com, LLC and Doug Miller (incorporated herein by reference to Exhibit 10.27 
to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No. 001-37869).
 
   
10.24**^
 
Letter Agreement, dated February 25, 2022, between Cars.com LLC and Angelique Strong Marks (incorporated by reference to Exhibit 
10.1 to Cars.com Inc.’s Form 10-Q filed on August 3, 2022, File No. 001-37869).
 
   
10.25**^
 
Employment Offer Letter, dated September 7, 2022 between Cars.com LLC and Sonia Jain (incorporated by reference to Exhibit 10.1 to 
Cars.com Inc.’s Form 8-K filed on October 4, 2022, File No. 001-37869)
 
   
19.1*
  Cars.com Inc. Insider Trading Policy
 
   
21.1*
  Subsidiaries of Cars.com Inc. 
 
   
23.1*
  Consent of Independent Registered Public Accounting Firm 
 
   
31.1*
 
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as 
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
67
 
   
31.2*
 
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-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.
 
   
97.1**
 
Cars.com Inc. Clawback Policy (incorporated herein by reference to Exhibit 97.1 to Cars.com Inc.’s Annual Report on Form 10-K filed 
February 22, 2024, File No. 001-37869 
 
   
101.INS
  Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded 
within the Inline XBRL document.
 
   
101.SCH
  Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document
 
   
104
  Cover Page formatted as Inline XBRL and contained in Exhibit 101
 
   
 
   
 
* Filed herewith.
** Previously filed.
^ Management contract or compensatory plan or arrangement.

 
68
Item 16. Form 10-K Summary. None.

 
69
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be 
signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 Cars.com Inc.
 
  
 
Date:  February 27, 2025
 By:
/s/ T. Alex Vetter
 
  
T. Alex Vetter
 
  
Chief Executive Officer
 
   
 
Date:  February 27, 2025
 By:
/s/ Sonia Jain
 
  
Sonia Jain
 
  
Chief Financial Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of 
the Registrant in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/   T. Alex Vetter
 Director, Chief Executive Officer
  February 27, 2025
T. Alex Vetter 
 (Principal Executive Officer) 
 
 
 
 
 
 
 
/s/   Sonia Jain
 Chief Financial Officer 
  February 27, 2025
Sonia Jain 
 (Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
 
 
/s/   Scott Forbes
 Chairman of the Board
  February 27, 2025
Scott Forbes 
  
 
 
 
 
 
 
 
/s/   Jerri DeVard
 Director
  February 27, 2025
Jerri DeVard 
  
 
 
 
 
 
 
 
/s/   Jill Greenthal
 Director
  February 27, 2025
Jill Greenthal 
  
 
 
 
 
 
 
 
/s/   Thomas Hale
 Director
  February 27, 2025
Thomas Hale 
  
 
 
 
 
 
 
 
/s/   Michael Kelly
  Director
 
 February 27, 2025
Michael Kelly
   
 
 
 
 
 
 
 
/s/   Donald A. McGovern, Jr.
 Director
  February 27, 2025
Donald A. McGovern, Jr.
  
 
 
 
 
 
 
 
/s/   Greg Revelle
  Director
   February 27, 2025
Greg Revelle
   
   
 
 
 
 
 
/s/   Jenell Ross
  Director
   February 27, 2025
Jenell Ross
   
   
 
 
 
 
 
/s/   Bala Subramanian
  Director
   February 27, 2025
Bala Subramanian
   
 
 
 
   
 
 
/s/   Bryan Wiener
  Director
   February 27, 2025
Bryan Wiener
   
 
 
 

 
1
 
 
 
 
CARS.COM INC.
INSIDER TRADING POLICY
 
Introduction
If you are an employee or a member of the Board of Directors of Cars.com Inc. d/b/a Cars Commerce or its subsidiaries 
(collectively, “Cars Commerce”), you may from time to time come into possession of material, non-public information relating to 
Cars Commerce. Federal securities laws prohibit “insiders” like you from buying or selling Cars Commerce securities while in 
possession of such information, and you may not otherwise use such information for your own advantage or the advantage of 
others. We have adopted this Insider Trading Policy (this “Policy”) to avoid even the appearance of impropriety. 
The consequences of insider trading violations can be staggering. If you trade on material, non- public information or tip such 
information to others, you can face civil penalties of up to three times the profit gained or loss avoided, criminal penalties (no 
matter how small the profit) of up to $5 million and a jail term of up to 20 years. If Cars Commerce failed to take appropriate 
steps to prevent an insider trading violation from occurring, we could face civil penalties of $1 million or three times the profit 
gained, or loss avoided as well as criminal penalties (no matter how small the individual’s profit) of up to $25 million. 
Employees who violate this Policy may also be subject to disciplinary action by Cars Commerce, including termination of 
employment for cause. 
 
The Policy 
If you, as an employee or director of Cars Commerce, have material, non-public information (“inside information”) 
relating to Cars Commerce, you may not trade (buy or sell) Cars Commerce securities, or engage in any other action to 
take advantage of that information or to pass it on to others. It does not matter if you have a very important personal or 
business reason to trade, such as the need to raise money for an emergency medical procedure. The securities laws do not 
allow for any such exceptions, and neither does this Policy. 

 
2
The restrictions set forth in this Policy apply to your family members and persons living in your household. In addition, these 
restrictions continue to apply even after you are no longer an employee or director of Cars Commerce, if you still possess inside 
information. 
Certain people are subject to additional restrictions. Some employees and all directors are included on a “Restricted Trading 
Group List,” and may not trade during a “Blackout Period” but only during certain “open window” periods (and even then, only if 
they are not then in possession of inside information). A smaller group of people composed of directors and certain officers of 
Cars Commerce cannot trade at all, even during open window periods, without clearing the trade in advance with the Chief 
Legal Officer. Schedule A provides more information about these restrictions. 
EXCLUSIONS 
The restrictions set forth in this Policy do not apply to the following: 
●
sales or purchases of Cars Commerce securities to or from Cars Commerce; 
●
 bona fide gifts of securities; 
●
transactions made pursuant to a Rule 10b5-1 Plan (as discussed below) entered into in accordance with this Policy; 
and 
●
the exercise of stock options or other equity awards, the vesting of equity awards, or the surrender of Cars Commerce 
securities to Cars Commerce in payment of an exercise price or in satisfaction of any tax withholding if in each case no 
sale of securities is involved. (Note that the “cashless” exercise of stock options through a broker is not excluded from 
these restrictions).
DEFINITIONS 
●
Material. Information is generally considered to be material if an investor would consider it important in making the 
decision to buy, hold or sell securities. As a rule of thumb, information is material if it could affect the price of a security. 
Examples of material information might include things like the following: 
○
projections of financial results or significant financial and operational developments during a current or recently 
completed quarter 
○
 news of a pending or proposed merger, acquisition, tender offer or sale of significant assets or a subsidiary 

 
3
○
the declaration of a stock split or the offering of additional securities 
○
changes in senior management 
○
 significant new products or services
○
 impending financial problems 
○
 the gain or loss of a very important customer or supplier 
●
Non-Public. Information is generally considered to be non-public until it has been distributed to the investing public 
(such as through a press release) and investors have been given time to absorb the information. We consider 
information to be non-public until the close of business on the first trading day after the information was publicly 
disclosed. 
●
Securities. Securities includes all forms of securities, such as common stock, preferred stock, stock options, bonds, 
convertible securities and derivative securities. 
When in doubt whether information is “material” or “non-public,” presume that it is material, non- When in doubt whether 
information is “material” or “non-public,” presume that it is material, non- public information. Please make sure to contact the 
Chief Legal Officer before disclosing such information or trading in or recommending Cars Commerce securities. 
RULE 10b5-1 PLANS 
The restrictions set forth in this Policy do not apply to transactions made in accordance with a so- called Rule 10b5-1 Plan. 
There are a number of specific requirements for these plans, which are set out in Rule 10b5-1 under the Securities Exchange 
Act. In general, a Rule 10b5-1 Plan must: 
 
1.
not be entered into, amended, or canceled during a Blackout Period or at any other time when the participant has 
material, non-public information; 
2.
give a third party the discretionary authority to execute transactions, or otherwise explicitly specify the transactions to 
occur thereunder, such that the participant has no influence over such transactions; and 

 
4
3.
be reviewed and approved by the Chief Legal Officer at least 30 days in advance of any transactions under the plan 
(and any amendments must be approved at least 30 days in advance of any subsequent transactions). 
HEDGING AND OTHER PROHIBITED TRANSACTIONS 
You and your family members may not, directly or indirectly, trade in puts or calls, options, warrants or similar instruments 
relating to Cars Commerce securities or sell such securities “short” (i.e., selling stock that is not owned and borrowing the 
shares to make delivery), “day trade” or otherwise hedge Cars Commerce securities. These restrictions are also applicable to 
hedging transactions through the purchase of financial instruments, such as prepaid variable forward contracts, equity swaps, 
collars and exchange funds, trading on margin or in margin-related derivatives, or any financial instruments or derivatives or 
entering into any contracts, warrants or the like for the purpose of hedging price movements in Cars Commerce securities. 
Additionally, if you are a director or an executive officer of Cars Commerce you may not, directly or indirectly, pledge Cars 
Commerce securities as collateral on any debt instrument. 
QUESTIONS 
If you have any question about the appropriateness of a particular transaction under this Policy, or any other questions 
regarding this Policy, contact the Chief Legal Officer. Remember, however, that the ultimate responsibility for complying with this 
Policy and avoiding improper transactions rests with you. It is therefore imperative that you use your best judgment. 
 
Effective Date: August 11, 2017
Revised Date: October 1, 2023
Policy Contact: Legal Department
Applies to: Cars.com Inc. and its subsidiaries
 

 
5
 
SCHEDULE A 
“Restricted Trading Group” List 
The Chief Legal Officer maintains a Restricted Trading Group list. If you are included on that list, you may not trade (buy or sell) 
securities, or enter into, amend or terminate a 10b5-1 Plan, during a Blackout Period. The Chief Legal Officer will advise you in 
writing if you are on the Restricted Trading Group list and will remind you periodically when Blackout Periods begin and end. 
“Blackout Period” 
Normally, Blackout Periods will apply to all members of the Restricted Trading Group from approximately the fifteenth day of the 
third month of each fiscal quarter and will last until the close of trading on the first trading day following Cars Commerce’s 
issuance of its earnings announcement for that quarter (at which point the “window is open”). The Chief Legal Officer may make 
the Blackout Periods longer or shorter, and may establish additional Blackout Periods for other people, or for one or more 
subsets of the Restricted Trading Group, as appropriate. The Chief Legal Officer has the authority to grant waivers of the 
prohibition on trading during a Blackout Period to individuals who request it, for hardship or other reasons. 
 
Even when no Blackout Period is in effect, members of the Restricted Trading Group remain subject to the general prohibition 
on trading in securities while in the possession of material, non- public information. 
Pre-Clearance 
The following individuals (and family members living with them) may not trade in Cars Commerce securities, even when the 
window is open, without first obtaining approval from the Chief Legal Officer: 
●
Each director of Cars Commerce; 
●
Each Executive Officer and Section 16 Officer (as designated by the Board of Directors) of Cars Commerce; 
●
Each member of the Cars Commerce Executive Team; and 
●
Other people as the Chief Legal Officer may designate from time to time. 

 
6
The request must include: (i) the identity of the person proposing the transaction; (ii) the date and type of the proposed 
transaction; (iii) the number of securities involved in the proposed transaction; (iv) confirmation that the person proposing the 
transaction does not have material, non-public information; and (v) such other information as the Chief Legal Officer may 
request. 
The Chief Legal Officer has no obligation to approve a transaction submitted for pre-clearance. If the Chief Legal Officer does 
grant pre-clearance, the transaction must ordinarily be completed within two trading days following the date on which pre-
clearance is granted, and confirmation of the completed transaction must be delivered to the Chief Legal Officer. If the 
transaction is not completed within that period, pre-clearance of the transaction must be re-requested. These pre- clearance 
procedures do not apply to transactions made pursuant to a Rule 10b5-1 Plan entered into in accordance with this Policy. 
 

 
 
Exhibit 21.1
Cars.com Inc. Subsidiary List
 
 
Entity
  
State/Province of Incorporation/Formation
Accu-Trade, LLC
 
Delaware
Cars.com, LLC
  
Delaware
CreditIQ, LLC
 
Delaware
Cars.com Holdings Canada Inc.
 
British Columbia
Dealer Inspire Inc.
 
Delaware
DealerRater Canada, LLC
  
Delaware
DealerRater.com LLC
  
Delaware
Galves Market Data, LLC
 
Delaware
 

Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in the following Registration Statements:
 
•
Registration Statement (Form S-8 No. 333-218852) pertaining to the Cars.com Inc. Employee Stock Purchase Plan,
•
Registration Statement (Form S-8 No. 333-218310) pertaining to the Cars.com Inc. Omnibus Incentive Compensation Plan, and
•
Registration Statement (Form S-8 No. 333-218309) pertaining to the Cars.com Inc. Deferred Compensation Plan;
 
of our reports dated February 27, 2025, with respect to the Consolidated Financial Statements of Cars.com Inc. and the effectiveness of internal control 
over financial reporting of Cars.com Inc. included in this Annual Report (Form 10-K) of Cars.com Inc. for the year ended December 31, 2024.
 
/s/ Ernst & Young LLP
 
Chicago, Illinois
February 27, 2025
 
 

 
 
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, T. Alex Vetter, certify that:
1.
I have reviewed this annual report on Form 10-K for the period ended December 31, 2024 of Cars.com Inc;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the 
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this 
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the 
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to 
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those 
entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for 
external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most 
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely 
to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to 
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are 
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal 
control over financial reporting.
 
Date:  February 27, 2025
By:  
/s/ T. Alex Vetter
 
 
 
T. Alex Vetter
 
 
 
Chief Executive Officer
 

 
 
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sonia Jain, certify that:
1.
I have reviewed this annual report on Form 10-K for the period ended December 31, 2024 of Cars.com Inc.; 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the 
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this 
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the 
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to 
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those 
entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for 
external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most 
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely 
to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to 
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are 
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal 
control over financial reporting.
 
Date:  February 27, 2025
By:  
/s/ Sonia Jain
 
 
 
Sonia Jain
 
 
 
Chief Financial Officer
 

 
 
Exhibit 32.1
	
	
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Cars.com Inc. (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with the 
Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the 
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the
Company.
 
Date:  February 27, 2025
By:  
/s/ T. Alex Vetter
 
 
 
T. Alex Vetter
 
 
 
Chief Executive Officer
 

 
 
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Cars.com Inc. (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with the 
Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the 
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the
Company.
 
Date:  February 27, 2025
By:  
/s/ Sonia Jain
 
 
 
Sonia Jain
 
 
 
Chief Financial Officer