Cars.com Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Cars.com Inc.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Letter from our Chairman

Dear Fellow Stockholders:

On behalf of the Board of Directors and the senior management team, we are pleased to invite you to join the 2024 Annual Meeting of Stockholders of Cars.com Inc. d/b/a Cars Commerce, Inc. (“Cars Commerce”), which will be held virtually on Wednesday, June 5, 2024, beginning at 9:30 a.m. Central Time. You may join at www.virtualshareholdermeeting.com/CARSCOMMERCE2024.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote online, by telephone or by mail as soon as possible to ensure your vote is recorded promptly.

During the Annual Meeting, you will also have the opportunity to vote on matters set forth in the accompanying Proxy Statement, as well as have the opportunity to ask questions.

On behalf of the Board of Directors, I thank you for your investment and continued support of Cars Commerce, and I look forward to working with my fellow directors and the management team to drive growth and sustainable long-term value for all our stockholders in 2024 and beyond.

Sincerely,

Scott E. Forbes

Chairman of the Board of Directors

Date and Time

Wednesday, June 5, 2024

9:30 a.m. Central Time

Place

Online at

http://www.virtual

shareholdermeeting.

com/CARSCOMMERCE2024

Record Date

April 9, 2024

Notice of 2024 Annual Meeting of Stockholders

To our stockholders, you are invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Cars.com Inc. d/b/a Cars Commerce, Inc. (“Cars Commerce”).

At the Annual Meeting, we will ask you to consider the following proposals as more fully explained in the accompanying Proxy Statement:

In addition to these matters, we will conduct any other business that may properly come before the Annual Meeting.

While all stockholders are invited to attend the Annual Meeting, only stockholders of record as of the close of business on April 9, 2024, are entitled to receive notice of, to attend and to vote at the Annual Meeting or any postponements or adjournments of the Annual Meeting. The Annual Meeting is a virtual meeting. All stockholders are cordially invited to attend the Annual Meeting by live webcast.

WE ENCOURAGE YOU TO READ THE 2024 PROXY STATEMENT CAREFULLY AND TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

To reduce cost and environmental concerns, we have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet. On April 19, 2024, we will begin mailing to our stockholders of record as of April 9, 2024 (other than those who previously requested electronic delivery or a full set of printed proxy materials), a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including this Proxy Statement. The Proxy Statement, the proxy or voting instruction card, and our 2023 Annual Report are available at www.proxyvote.com. As more fully described in the Notice, all stockholders may choose to access these materials electronically or may request printed or emailed copies.

Notice of 2024 Annual Meeting of Stockholders

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. It is extremely important that your shares are represented and voted at the Annual Meeting. You are urged to follow the instructions in the proxy card to vote by mail, telephone or via the Internet. Voting now will not limit your right to change your vote or to attend the Annual Meeting. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you received from the holder of record in order to vote your shares.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. It is extremely important that your shares be voted at the Annual Meeting.

If voting in advance of the Annual Meeting, you may do so as follows

If you do not vote in advance and instead plan to vote during the Annual Meeting, you may do so by entering the 16-digit control number found on your proxy card, Voting Instruction Form, or Notice, as applicable, at the time you log into the Annual Meeting at www.virtualshareholdermeeting.com/CARSCOMMERCE2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2024.

Our Proxy Statement and 2023 Annual Report are available on our Investor Relations website at https://investor.cars.com and at www.proxyvote.com. You may also request paper copies of these proxy materials free of charge by following the instructions for requesting such materials contained in the Notice.

Questions and Answers about the Annual Meeting

We encourage you to review the Questions and Answers about the Annual Meeting section for answers to common questions about the Annual Meeting, proxy materials, voting, and other related topics.

By Order of the Board of Directors,

Angelique Strong Marks

Chief Legal Officer and Corporate Secretary

April 19, 2024

Chicago, Illinois

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