CARS

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How CARS rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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(NYSE:CARS) is a trusted audience-powered and data-driven technology platform that simplifies buying and selling cars.
The flagship Cars.com marketplace connects millions of consumers to dealerships across the U.S., powering the car buying experience with artificial intelligence ("AI") shopping tools and comprehensive vehicle reviews and content.
Our interconnected ecosystem of products enables dealers and OEMs to sell more cars by efficiently leveraging our marketplace, dealer websites, trade and appraisal tools and proprietary in-market media solutions.
Our premier automotive marketplace, Cars.com, empowers shoppers with the data, resources and digital tools they need to make informed buying decisions and seamlessly connect with automotive retailers.
We also equip dealerships and OEMs with innovative solutions and data-driven intelligence to better reach and influence our 26 million average monthly shoppers.
Not only does our marketplace drive ready-to-buy customers to the dealership, we believe our interconnected ecosystem of products also allows dealerships to operate more efficiently by facilitating a faster and easier car buying and selling experience.
The strength of our products and solutions has attracted approximately 19,500 franchise and independent dealer customers across the U.S. and Canada to our platform.
Approximately 80% of our dealer customers subscribe to either the Cars.com marketplace or the marketplace and additional interconnected solutions, with our remaining customers subscribing to standalone digital website solutions.
Consumers are challenged with makes, models and trim-levels, opaque, yet negotiable prices, and gaps in the online-to-offline shopping experience, all of which add complexity to an often overwhelming decision-making process.
Shoppers desire a more streamlined, simplified and trustworthy automotive retail experience.
We help car shoppers cut through the noise with AI-powered features designed to move them confidently from search to signature.
We are known for the depth and scale of our listings and reviews, as evidenced by our over 4.6 million monthly unique VINs and over 16 million consumer reviews as of December 31, 2025.
In addition, our expert editorial content, including news and research publications, aid shoppers in their purchase journey.
We also allow consumers to better understand cost of ownership from the convenience of their home with financing tools and vehicle trade-in values.
Overall, our consumer experience is focused on reducing friction and improving speed to purchase through pricing, comparison shopping, research and communication tools that empower shoppers.
Our platform provides local dealers, OEMs, dealer groups and auto-adjacent companies a variety of digital and media solutions to improve their marketing and operational efficiency.
Dealers and OEMs particularly value our marketplace for the opportunity to connect with our in-market audience of 26 million average monthly users in 2025.
We complement our marketplace products with digital solutions, including websites and trade and appraisal technology, in-market media solutions.
For example, U.S. website customers that also have a marketplace subscription see approximately 45% more connections to their website, in addition to the associated marketplace leads they receive, as compared to those without marketplace.
Importantly, we believe that many of the tools we have built for consumers, particularly those that support trade-in valuation, benefit our dealer customers and OEMs by enhancing consumer trust and reducing points of friction that can often arise in the purchase journey.
As an audience-driven technology company, we are focused on helping our customers, primarily automotive dealerships, drive profitable vehicle sales.
Consumer expectations on their digital purchase journey have only increased.
As a result, some dealers seek to invest more in their websites and technology solutions to drive operational efficiency, while supporting shoppers in their preferred purchase channels (i.e., online, in person or both).
We believe we are the first truly integrated marketplace-centric platform, providing a comprehensive suite of sales-oriented products and solutions that support dealers' local retail operations.
Our interconnected product suite is organized around four core capabilities: Marketplace, Digital Experience, Media Solutions and Trade & Appraisal. • Marketplace.
Central to our platform is Cars.com, the most recognized automotive marketplace brand, which we believe serves a critical role as a trusted and neutral third-party marketplace connecting consumers, dealers and OEMs to drive automotive retail at scale.
We enabled dealers and OEMs to professionally merchandise their inventory to our 26 million average monthly shoppers in 2025.
Importantly, the majority of our traffic comes to us organically so that we provide our customers with a truly complementary and unduplicated audience.
We offer dealers packages that include reputation management technology and digital financing tools, with additional functionality like media solutions, for our upper-tier packages.
Notably, dealers purchasing these upper-tier packages typically experience a double-digit improvement in leads per listing.
We continue to add new consumer features, such as Carson TM , to our marketplace.
Carson TM , which launched in 2025, provides consumers with an AI-powered natural language search experience.
Shoppers utilizing Carson TM generate two times more leads than other shoppers. • Digital Experience.
We operate dealer websites in both the U.S. and Canada as an endorsed website provider by substantially all OEMs.
These website hosting and related solutions transform automotive retail processes by making them faster, easier and smarter from search to signature.
Today, we host the digital storefronts (websites) for approximately 7,700 dealers in the U.S. and Canada. • Media Solutions.
Our exclusive automotive media solutions enable local and national customers alike to reach proven in-market consumers.
Whether on or off our Cars.com related properties, OEMs and dealers advertising with our media solutions experience increased consumer engagement as seen throughout the digital shopping experience.
For example, when an OEM partner purchased a prominent advertising sponsorship in 2025, we observed increased consumer engagement on Cars.com (searches and vehicle page views), traffic to the OEM's dealers' websites, and a double-digit lift in conversions on those dealer websites during the sponsorship period.
Our media solutions include: o Cars Social.

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Cars Commerce is an audience-driven technology company empowering the automotive industry.
We aim to simplify everything about car buying and selling with powerful products, solutions and machine learning model-driven artificial intelligence technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations.
The Cars Commerce platform is organized around four industry-leading brands: our flagship automotive marketplace and dealer reputation site Cars.com, award-winning digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from AccuTrade and exclusive in-market media solutions from the Cars Commerce Media Network.
Established in 1998, we have a history of empowering shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers.
Our premier automotive marketplace, Cars.com enables dealerships and OEMs with innovative solutions and data-driven intelligence to better reach and influence our 26 million average monthly ready-to-buy shoppers, ultimately increasing inventory turn.
We have further invested in building innovative products and solutions that we believe help future-proof dealerships with more efficient operations, a faster and easier car buying process, and connected digital experiences that sell and service more vehicles.
Today, we provide a full suite of integrated platform capabilities that drive ready-to-buy car shoppers to the dealership.
The strength of our products and solutions has attracted over 19,200 franchise and independent dealer customers across the U.S. and Canada to our platform.
The majority of our dealer customers subscribe to the Cars.com marketplace and increasingly, they are leveraging more of our platform to power their local retail operations.
Consumers are challenged with makes, models and trim-levels and opaque, yet negotiable prices, and gaps in the online-to-offline shopping experience, all of which add complexity to an often overwhelming decision-making process.
Shoppers are seeking a more streamlined, simplified automotive retail experience.
Cars Commerce helps car shoppers cut through the clutter with products designed to reduce friction from search to signature.
We are known for the depth and scale of our listings and reviews, with over 2.7 million vehicle listings and over 13 million consumer reviews as of December 31, 2024.
In addition, our expert editorial reviews and news and research publications aid shoppers in their purchase journey.
We also include features like Instant Finance to help consumers better understand their total cost of ownership, including financing fees.
With over 30% of car shoppers also seeking to sell their vehicle, Instant Offer allows them to understand the value of their vehicle before leaving the comfort of their home.
Overall, our consumer experience is focused on reducing friction, improving speed and delivering powerful results through pricing, financing, comparison shopping, research and communication tools that empower shoppers.
Our platform offers local dealers, OEMs, dealer groups and auto-adjacent companies a variety of products and solutions.
Dealers and OEMs value our marketplace for the opportunity to connect with our in-market audience of 26 million average monthly users in 2024, and to improve their marketing and operational efficiency with our suite of solutions.
We complement our marketplace products with digital solutions, including websites and trade-in and appraisal technology, and media offerings powered by our exclusive in-market media network.
For example, website hosting customers that also have a marketplace subscription get approximately 40% more connections to their website, in addition to the associated marketplace leads they receive, as compared to those without marketplace.
Additionally, dealers that have an active AccuTrade solution with marketplace have approximately 90% more marketplace and Instant Offer leads.
Importantly, we believe that many of the tools we have built for consumers, particularly those that support financing and trade-in valuation, help our dealer customers and OEMs by providing them with more qualified, ready-to-transact leads and reducing points of friction that can often arise in the purchase journey.
As an audience-driven technology company, Cars Commerce is focused on helping our customers, primarily dealers, drive profitable vehicle sales.
More recently dealers have experienced compressed margins, as well as improved supply and market normalization.
Additionally, during this time, consumer expectations on their digital purchase journey have only increased.
As a result, dealers seeking to build a sustainable advantage are investing more in their websites and technology solutions to drive operational efficiency while supporting shoppers in their preferred purchase channels (i.e., online, offline or both).
We believe we are the first truly integrated platform, providing a comprehensive suite of sales-oriented products and solutions that support dealers' local retail operations.
Our interconnected platform is organized around four core capabilities: Marketplace, Digital Experience, Trade & Appraisal and Media. • Marketplace.
Central to our platform is Cars.com, the most recognized automotive marketplace brand.
We believe the marketplace is critical to the pretail experience, allowing OEMs and dealers to merchandise their inventory to our 26 million average monthly shoppers each month in 2024.
Importantly, approximately 60% of our traffic comes to us organically, allowing us to provide our customers with a truly complementary and unduplicated audience.
Our marketplace packages include reputation management technology and digital financing tools, and dealers using our upper-tier packages experienced a double-digit improvement in inventory turn time.
For subscribing dealers, AccuTrade’s Instant Offer is directly integrated into the Cars.com experience, giving them access to in-market consumers who are ready to trade-in their vehicle for a new one.
We also have Your Garage as a feature of Cars.com, allowing consumers to add and save vehicles to their virtual Garage and track the Cars.com Market Value of their current vehicle.
Cars.com Market Value leverages our retail demand data to help consumers identify the best time to sell or trade-in their vehicle. • Digital Experience.
The Cars.com marketplace audience is often driven directly into the retail experience through our platform's websites and solutions.
Our industry-leading brand Dealer Inspire is a preferred provider with nearly every OEM in the United States.
Dealer Inspire websites and technology include integrated reviews, AI-powered chat tools, instant financing and vehicle acquisition technology.
Key products include: o Website creation and platform hosting.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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