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    Cars.com Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

    2/27/25 7:45:09 AM ET
    $CARS
    EDP Services
    Technology
    Get the next $CARS alert in real time by email
    8-K
    0001683606false00016836062025-02-272025-02-27

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): February 27, 2025

     

     

    Cars.com Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

    Delaware

    001-37869

    81-3693660

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    300 S. Riverside Plaza

     

    Chicago, Illinois

     

    60606

    (Address of Principal Executive Offices)

     

    (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: 312 601-5000

     

     

    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

     

    Trading
    Symbol(s)

     


    Name of each exchange on which registered

    Common Stock

     

    CARS

     

    The New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    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. ☐

     


    Item 2.02 Results of Operations and Financial Condition.

     

    On February 27, 2025, Cars.com Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

    Item 8.01 Other Events.

    On February 27, 2025, the Company also announced that its Board of Directors authorized a new three-year Share Repurchase Program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate purchase price not to exceed $250 million. Share repurchases may be executed through various means, including, without limitation, open market transactions or privately negotiated transactions. The Share Repurchase Program does not obligate the Company to purchase any minimum number of shares and expires on February 24, 2028. The Share Repurchase Program may be suspended, modified or discontinued at any time without prior notice. A copy of the press release announcing the Share Repurchase Program is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

    Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

    Exhibit

    No.

     

    Exhibit

     

     

     

    99.1

     

    Cars.com Inc. Press Release, dated February 27, 2025, concerning financial results

    99.2

    Cars.com Inc. Press Release, dated February 27, 2025, concerning Share Repurchase Program

     

     

     

    104

     

    Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    The information furnished in this report, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

     

     

     

     


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

     

     

    Cars.com Inc.

     

     

     

     

    Date:

    February 27, 2025

    By:

    /s/ Sonia Jain

     

     

     

    Sonia Jain
    Chief Financial Officer

     


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