Cars.com Inc. Files 8-K for Regulation FD Disclosure

TL;DR

CARS filed an 8-K for a Reg FD disclosure on Jan 24.

AI Summary

Cars.com Inc. filed an 8-K on January 24, 2025, to report a Regulation FD Disclosure. The filing does not contain specific details about the nature of the disclosure, only that it is a current report filed on the specified date.

Why It Matters

This filing indicates Cars.com Inc. is making a public disclosure under Regulation FD, which requires companies to share material information broadly and simultaneously.

Risk Assessment

Risk Level: low — The filing is a standard procedural disclosure without immediate financial or operational impact mentioned.

Key Players & Entities

• Cars.com Inc. (company) — Registrant
• January 24, 2025 (date) — Date of earliest event reported
• Regulation FD (regulation) — Type of disclosure

FAQ

Key Financial Figures

• $25.0 million — Agreement") consisting of approximately $25.0 million in cash at closing (the "Initial Paymen
• $88.0 m — d additional earn-out payments of up to $88.0 million, subject to the satisfaction of c
• $113.0 million — or an aggregate purchase price of up to $113.0 million. The Earn-Out Payments may be payable i
• $0.01 — f the Company's common stock, par value $0.01 per share (the "Shares"), or a mixture

Filing Documents

• cars-20250124.htm (8-K) — 52KB
• cars-ex99_1.htm (EX-99.1) — 23KB
• 0000950170-25-008605.txt ( ) — 190KB
• cars-20250124.xsd (EX-101.SCH) — 23KB
• cars-20250124_htm.xml (XML) — 4KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 24, 2025, Cars.com Inc. (the "Company") issued a press release announcing that the Company entered into a Stock Purchase Agreement to acquire all of the issued and outstanding shares of Dealer Club Inc. ("DealerClub") (the "Stock Purchase Agreement") consisting of approximately $25.0 million in cash at closing (the "Initial Payment"), subject to adjustment as set forth in the Stock Purchase Agreement, and additional earn-out payments of up to $88.0 million, subject to the satisfaction of certain milestones and conditions set forth in the Stock Purchase Agreement (the "Earn-Out Payments") for an aggregate purchase price of up to $113.0 million. The Earn-Out Payments may be payable in the form of cash or, at the Company's election and with the consent of the sellers, shares of the Company's common stock, par value $0.01 per share (the "Shares"), or a mixture of cash and Shares. 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. The issuance of Shares, if any, in connection with the acquisition of DealerClub will be made in accordance with terms and subject to the conditions set forth in the Stock Purchase Agreement and in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder. Any issuance and sale of the Shares will not be made in connection with a public offering, and no public solicitation or advertisement will be made or relied upon in connection with the issuance of the Shares. The information furnished in this Item 7.01, 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 i

Forward-Looking Statements

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, and other factors we think are appropriate. Such forward-looking statements are based on estimates and assumptions that, while considered reasonable by the Company and its management based on their knowledge and understanding of the business and industry, 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 rely 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 view such comparisons as historical data. Whether or not any such forward-looking statement is in fact achieved will depend on future events, some of which are beyond our control. Forward-looking statements are subject to a number of risks, uncertainties and othe

SIGNATURES

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: January 24, 2025 By: /s/ Angelique Strong Marks Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR