Cars.com Inc. Stock Compensation Disclosure

Note 10. Stock-Based Compensation

Omnibus Plan. In May 2017, the Company’s Board of Directors approved the Cars.com Inc. Omnibus Incentive Compensation Plan (the "Omnibus Plan"), which provides for the granting of new shares for stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other stock-based and cash-based awards. At the June 4, 2025 Annual Meeting of Stockholders, the Company's stockholders approved amendments to the Omnibus Plan to increase the maximum number of shares of the Company's common stock, par value $0.01 per share, that may be issued under the Omnibus Plan by 4.0 million shares to a total of 22.0 million shares and extend the term of the Omnibus Plan to June 4, 2035. As of December 31, 2025, there were 5.8 million common shares available for future grants. The Company issues new shares of common stock for shares delivered under the Omnibus Plan. A copy of the Company's Amended and Restated Omnibus Incentive Compensation Plan is incorporated by reference as Exhibit 10.26 to this Annual Report on Form 10-K.

Inducement Plan. In December 2025, the Company’s Board of Directors approved the Cars.com Inc. 2025 Inducement Equity Plan (the "Inducement Plan"), which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other stock-based and cash-based awards to individuals who were not previously employees or directors

of the Company. A maximum of 1.0 million common shares may be issued under the Inducement Plan. As of December 31, 2025, there were 0.6 million common shares available for future grants. The Company issues new shares of common stock for shares delivered under the Inducement Plan. A copy of the Company's Inducement Plan is incorporated by reference as Exhibit 10.28 to this Annual Report on Form 10-K.

Restricted Share Units. RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSUs are subject to graded vesting, generally ranging between one year to three years and the fair value of the RSUs is equal to the Company's common stock price on the date of grant. RSU activity for the year ended December 31, 2025 is as follows (in thousands, except for weighted-average grant date fair value):

The weighted-average grant-date fair value of RSUs granted during the year ended December 31, 2023 was $16.72. The total grant-date fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $25.4 million, $24.5 million and $19.1 million, respectively.

Performance Share Units. PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance over a one-year to three-year performance period related primarily to certain revenue, adjusted earnings before interest, income taxes, depreciation and amortization, cumulative adjusted net income per share targets, total shareholder return and share price targets. These PSUs are subject to cliff vesting after the end of the respective performance period. PSU activity for the year ended December 31, 2025 is as follows (in thousands, except for weighted-average grant date fair value):

The weighted-average grant-date fair value of PSUs granted during the year ended December 31, 2023 was $16.47.

Stock Options. Stock options represent the right to purchase shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. Stock options are subject to three-year cliff vesting and expire 10 years from the grant date. Stock option activity for the year ended December 31, 2025 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term):

There were no stock options granted during the years ending December 31, 2025 and 2024. The fair value of the stock options granted during the year ended December 31, 2023 were estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions:

Employee Stock Purchase Plan. Eligible employees may authorize payroll deductions of up to 10% of the employee’s base earnings with a maximum of $10,000 per every six-month offering period to purchase the Company's common stock at a purchase price per share equal to 85% of the lower of (i) the closing market price per share of the Company at the beginning of the offering period or (ii) the closing market price per 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, 2025, 1.5 million shares were available for issuance under the ESPP.