Truecar Inc SEC Filings

TrueCar, Inc.'s Chief Operating Officer reported a routine insider stock transaction.

On 12/15/2025, 10,557 shares of TrueCar common stock were withheld at a price of $2.14 per share to satisfy the executive's tax liability in connection with the vesting of restricted stock units. Following this withholding, the COO beneficially owns 338,776 shares of TrueCar common stock directly.

TrueCar, Inc.'s chief financial officer reported a routine share disposition related to tax withholding on vested stock awards. On 12/15/2025, 4,326 shares of TrueCar common stock were disposed of at $2.14 per share under transaction code F, which indicates shares were withheld to satisfy tax obligations. After this transaction, the officer directly beneficially owned 343,854 shares of TrueCar common stock. The filing explains that the shares were withheld to cover the reporting person's tax liability arising from the vesting of restricted stock units.

TrueCar, Inc. reported an insider transaction by an executive officer who serves as EVP, General Counsel & Secretary. On 12/15/2025, the officer had 9,661 shares of common stock withheld at $2.14 per share. This withholding was used to satisfy the officer's tax liability arising from the vesting of restricted stock units.

After this tax-related withholding, the officer directly beneficially owns 466,428 shares of TrueCar common stock. The filing indicates this is a routine equity compensation and tax settlement event rather than an open-market purchase or sale.

TrueCar, Inc.'s president and CEO, who is also a director, reported a transaction in the company’s common stock on 12/15/2025. The filing shows that 29,493 shares of common stock were disposed of at $2.14 per share under transaction code F, which indicates shares were withheld rather than sold on the market. According to the explanation, these shares were withheld to satisfy the reporting person’s tax liability in connection with the vesting of restricted stock units.

After this withholding, the reporting person beneficially owned 1,748,286 shares of TrueCar common stock, held in direct ownership.

TrueCar, Inc. has filed an update about its proposed merger with Fair Holdings, Inc. affiliates. The company previously entered into a Merger Agreement under which a subsidiary of Fair Holdings will merge with TrueCar, leaving TrueCar as a wholly owned subsidiary of Fair Holdings led by founder Scott Painter and backed by Alpha Auto 2, LLC. Stockholders are scheduled to vote on the Merger Agreement at a special meeting on December 22, 2025.

The new disclosure focuses on a Voting and Support Agreement with Auto Holdings, LLC, an affiliate of AutoNation, Inc. Based on its most recent Schedule 13D, Auto Holdings beneficially owned 5,370,000 TrueCar shares, about 6.0% of the common stock, and has agreed, subject to conditions, to vote all shares it held as of the November 13, 2025 record date in favor of approving and adopting the Merger Agreement. The report also notes that proxy materials and related SEC filings describe forward-looking statements and risks, including that the Merger may not be completed in a timely manner or at all.

TrueCar, Inc. has called a virtual special stockholder meeting on December 22, 2025 to vote on a proposed cash merger with Fair Holdings, Inc. Under the Merger Agreement, Rapid Merger Subsidiary will merge into TrueCar, and each issued and outstanding share of TrueCar Common Stock (with limited exceptions) will be converted into the right to receive $2.55 per share in cash, without interest and subject to withholding taxes.

The transaction would take TrueCar private, with the surviving corporation becoming a wholly owned subsidiary of Fair Holdings, which is affiliated with founder Scott Painter and backed by Alpha Auto 2, LLC. TrueCar’s board unanimously determined the deal is fair and in the best interests of stockholders, received a fairness opinion from Morgan Stanley, and recommends voting FOR the merger, the advisory compensation vote, and a potential adjournment. Equity awards will be cashed out or converted into cash-based awards, and stockholders who do not vote in favor may seek appraisal rights under Delaware law. If the merger closes, TrueCar’s stock will be delisted from Nasdaq and deregistered.

TrueCar, Inc. plans to go private via a merger with Fair Holdings, Inc., led by founder Scott Painter. At closing, each share of Common Stock will be converted into the right to receive $2.55 in cash, without interest, excluding rollover, treasury, subsidiary-held, and properly perfected appraisal shares.

Stockholders will vote at a virtual special meeting to approve and adopt the Merger Agreement, a non-binding advisory vote on merger-related executive compensation, and a possible adjournment. The Board unanimously recommends FOR all proposals. Approval of the merger requires a majority of outstanding shares entitled to vote. Appraisal rights are available under Section 262 of the DGCL.

Financing to complete the transaction is expected to total about $248 million, supported by a $164 million equity commitment from Alpha Auto 2, LLC, a $15 million deposit, Company cash on hand, and at least $60 million in additional equity or debt. Termination provisions include an $8 million termination fee (reduced to $4 million in specified cases) and a $15 million parent termination fee payable to TrueCar upon defined failures. Following completion, TrueCar’s shares will be delisted from Nasdaq and deregistered. The outside date is February 28, 2026.

TrueCar, Inc. reported Q3 results and detailed a pending sale. For the quarter ended September 30, 2025, revenue was $43.2 million versus $46.5 million a year ago. The company posted net income of $5.0 million compared with a $5.8 million loss last year, primarily reflecting $11.4 million recorded in other income from a finalized class-action settlement with CDK.

Year to date, revenue reached $135.0 million (up from $129.4 million), with a $12.8 million net loss improving from $25.2 million last year. Operating cash flow was $2.0 million for the nine months. Cash and cash equivalents were $103.2 million, stockholders’ equity $114.2 million.

As a subsequent event, TrueCar entered a Merger Agreement on October 14, 2025 to be acquired by Fair Holdings for $2.55 per share in cash, subject to stockholder approval and customary conditions. Termination provisions include potential fees up to $15.0 million payable by the buyer in certain cases and $4.0–$8.0 million by the company in others.

TrueCar, Inc. reported that it announced financial results for the fiscal quarter ended September 30, 2025, and furnished the full press release as Exhibit 99.1. The disclosure is provided under Item 2.02 and, along with the exhibit, is furnished rather than filed under the Exchange Act.