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):

Cars.com Inc.300 S. Riverside Plaza, Suite 1100Chicago, Illinois 60606

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 2026 Annual Meeting of Stockholders of Cars.com Inc. (“Cars.com”, “we,” “us”), which we will host as a virtual meeting on Wednesday, June 3, 2026, beginning at 9:30 a.m. Central Time. You may join at www.virtualshareholdermeeting.com/CARS2026.

This year marks an important leadership transition for Cars.com. As announced in December 2025, following a comprehensive succession planning process, the Board of Directors appointed Tobias Hartmann as our new Chief Executive Officer and Director, effective January 15, 2026. We are confident that Tobi’s leadership strengths and experience are appropriate to position and guide Cars.com for future success.

Prior to January 15, 2026, Alex Vetter served as Chief Executive Officer since 2017. On behalf of the Board, I extend our appreciation to Alex for his leadership and contributions to Cars.com and wish him continued success in his next chapter.

At the Annual Meeting, you will have the opportunity to vote on matters set forth in the accompanying Proxy Statement, as well as the opportunity to ask questions. However, because your vote is important and we want to ensure that we record it promptly, we are requesting that you vote as soon as possible regardless of whether you plan to attend the Annual Meeting. For your convenience, you may cast your vote for the Annual Meeting online, by telephone or by mail. On the Board of Directors’ behalf, I thank you for your investment and confidence in Cars.com.

Sincerely,

Scott E. Forbes

Chairman of the Board of Directors

Date and Time

Wednesday, June 3, 2026

9:30 a.m. Central Time

Place

Online at

http://www.virtual

shareholdermeeting.

com/CARS2026

Record Date

April 6, 2026

Notice of 2026 Annual

Meeting of Stockholders

To our stockholders, you are invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Cars.com.

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

We will also conduct other business that properly comes before the Annual Meeting. We will send notice of the Annual Meeting, postponement or adjournment to stockholders of record as of the close of business on April 6, 2026, who may attend and vote at the Annual Meeting.

WE ENCOURAGE YOU TO READ THE 2026 PROXY STATEMENT CAREFULLY AND TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

We will first begin mailing to our stockholders of record as of April 6, 2026, who have not 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 on April 17, 2026. We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials via the Internet to reduce our cost and environmental impact where possible. The Proxy Statement, the proxy or voting instruction card, and our 2025 Annual Report are available at www.proxyvote.com. As more fully described in the Notice, all stockholders can access these materials electronically or request printed or emailed copies.

Notice of 2026 Annual Meeting of Stockholders

Whether or not you plan to attend the Annual Meeting, it is important that we have your vote for the Annual Meeting. Please vote as soon as possible using one of the methods described below. Voting now will not limit your right to change your vote or to attend the Annual Meeting. If you hold your shares in the name of a broker, bank or other holder of record, please 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 have voting representation 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/CARS2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2026.

Our Proxy Statement and 2025 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 17, 2026

Chicago, Illinois

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