0001327318trueEntry into separation agreement and release with Jay Ku under Item 5.02.00013273182025-08-282025-08-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
TrueCar, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-36449 | | 04-3807511 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
225 Santa Monica Blvd, 12th Floor
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
(800) 200-2000
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
☐ 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, par value $0.0001 per share | TRUE | The Nasdaq Global Select Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2025, TrueCar, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) reporting that the Company had terminated the employment of Jay Ku as Chief Revenue Officer of the Company effective September 1, 2025. As indicated in the Original Report, the Company and Mr. Ku anticipated entering into a release and separation agreement. This Amendment No. 1 on Form 8-K/A amends the Original Report to provide additional information regarding Mr. Ku’s post-termination agreement with the Company pursuant to Item 5.02 of Form 8-K.
On September 4, 2025, the Company and Mr. Ku entered into a separation and release agreement (the “Separation Agreement”). The compensation and workforce committee of the board of directors of the Company previously approved the terms of the Separation Agreement on August 28, 2025. The Separation Agreement contains a release of claims against the Company by Mr. Ku and provides for severance benefits consistent with the Employment Agreement, dated February 10, 2023, by and between Mr. Ku and the Company in connection with a termination without cause.
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.
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| Date: September 5, 2025 | | TRUECAR, INC. |
| | |
| By: | /s/ Jeff Swart |
| | Jeff Swart |
| | EVP, General Counsel & Secretary |
| | |
