TrueCar (TRUE) details separation agreement for departing Chief Revenue Officer

Rhea-AI Filing Summary

TrueCar, Inc. filed an amended current report to update details about the previously disclosed departure of its Chief Revenue Officer, Jay Ku. The company had earlier reported that his employment would end effective September 1, 2025 and that a separation agreement was expected.

The amendment states that on September 4, 2025, TrueCar and Mr. Ku entered into a separation and release agreement. The company’s compensation and workforce committee approved the terms on August 28, 2025. The agreement includes Mr. Ku’s release of claims and severance benefits in line with his February 10, 2023 employment agreement for a termination without cause.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

0001327318trueEntry into separation agreement and release with Jay Ku under Item 5.02.00013273182025-08-282025-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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)

August 28, 2025

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.

 

Date: September 5, 2025						TRUECAR, INC.
			By:			/s/ Jeff Swart
						Jeff Swart
						EVP, General Counsel & Secretary

FAQ

What does TrueCar (TRUE) disclose in this amended 8-K about its Chief Revenue Officer?

TrueCar provides an update on the previously reported departure of Chief Revenue Officer Jay Ku. The filing confirms his employment ended September 1, 2025 and that a separation and release agreement was finalized, detailing severance terms aligned with his employment contract for a termination without cause.

When did TrueCar (TRUE) and Jay Ku sign the separation and release agreement?

TrueCar and Jay Ku entered into the separation and release agreement on September 4, 2025. The agreement followed an earlier disclosure of his termination and formalizes his post-employment terms, including a release of claims and severance benefits consistent with his existing employment agreement.

Who approved the separation agreement terms for TrueCar (TRUE) executive Jay Ku?

The compensation and workforce committee of TrueCar’s board of directors approved the separation agreement terms on August 28, 2025. This committee oversees executive compensation matters and confirmed that the agreement would follow the severance framework in Jay Ku’s February 10, 2023 employment agreement.

What type of termination does TrueCar (TRUE) report for Chief Revenue Officer Jay Ku?

TrueCar reports that Jay Ku’s separation is treated as a termination without cause under his employment agreement. This classification triggers severance benefits specified in his February 10, 2023 contract, which the separation and release agreement incorporates along with a release of claims.

What does the separation and release agreement require from former TrueCar (TRUE) executive Jay Ku?

The separation and release agreement includes a release of claims by Jay Ku against TrueCar. In exchange, he receives severance benefits that are consistent with those provided for a termination without cause under his February 10, 2023 employment agreement with the company.