[8-K] TrueCar, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

M&A and Corporate Governance Analyst

Voting pact secures support from a 6% holder for TrueCar’s proposed merger.

TrueCar is progressing its previously announced sale to Fair Holdings, Inc. Under the Merger Agreement, a Fair Holdings subsidiary will merge into TrueCar, which would then become a wholly owned subsidiary led by founder Scott Painter and supported by Alpha Auto 2, LLC. Stockholders are set to consider approval of this Merger Agreement at a special meeting on December 22, 2025.

The new Voting and Support Agreement with Auto Holdings, LLC, an affiliate of AutoNation, Inc., is notable because this investor beneficially owned 5,370,000 shares, approximately 6.0% of TrueCar’s common stock, based on its most recent Schedule 13D. Auto Holdings has agreed, subject to specified terms and conditions, to vote all shares it held as of the November 13, 2025 record date in favor of approving and adopting the Merger Agreement, increasing visibility into at least this portion of the vote.

The report reiterates extensive forward-looking statement language around the Merger. It highlights risks such as the possibility the Merger may not be completed in a timely manner or at all, the need for stockholder and potential regulatory approvals, the requirement for additional equity financing by the Investor and Parent, and the chance of litigation or higher-than-expected transaction costs. Future company filings related to the special meeting and the Merger are positioned as the primary source for ongoing updates on these factors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 11, 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 8.01. Other Events.

Supplement to Definitive Proxy Statement

As previously disclosed, on October 14, 2025, TrueCar, Inc. (the “Company” or “TrueCar”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Fair Holdings, Inc., a Delaware corporation (“Parent”), and Rapid Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Upon the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the “Merger”) with the Company surviving the Merger (the “Surviving Corporation”) as a wholly-owned subsidiary of Parent. Parent is led by TrueCar founder Scott Painter and backed by an equity commitment from Alpha Auto 2, LLC, a Florida limited liability company (the “Investor”). On November 24, 2025, TrueCar filed a definitive proxy statement (the “Definitive Proxy Statement”) with the Securities and Exchange Commission (“SEC”) for the solicitation of proxies in connection with a special meeting of TrueCar’s stockholders to be held on December 22, 2025 (the “Special Meeting”), to consider and vote on several proposals, including the approval and adoption of the Merger Agreement.

Voting and Support Agreement

On December 11, 2025, the Company, Parent, Merger Subsidiary and Auto Holdings, LLC (an affiliate of AutoNation, Inc.) entered into a Voting and Support Agreement on terms substantially similar to those of that certain voting and support agreement by and among Parent, Merger Subsidiary, Caledonia US, LP, Caledonia (Private) Investments Pty Limited and the Company, pursuant to which Auto Holdings, LLC (which, based on its most recent available Schedule 13D filing beneficially owned, as of December 3, 2025, 5,370,000 shares of the Company’s common stock, representing approximately 6.0% of the Company’s shares of common stock) has agreed, subject to the terms and conditions thereof, to vote all shares of the Company’s common stock held by Auto Holdings, LLC as of November 13, 2025, the record date for the Special Meeting, in favor of the proposal to approve and adopt the Merger Agreement at the Special Meeting.

Additional Information and Where to Find It

In connection with the Merger, the Company has filed the Definitive Proxy Statement and other materials with the SEC. The Company may file or furnish other documents with the SEC regarding the Merger. INVESTORS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT AND THE MERGER.

Stockholders may obtain free copies of the proxy statement and other documents the Company files with the SEC from the SEC’s website at www.sec.gov or through the Investors portion of the Company’s website at https://ir.truecar.com under the link “Financials” and then under the link “SEC Filings” or by contacting the Company’s Investor Relations team by e-mail at investors@truecar.com.

Participants in the Solicitation

The Company and its directors, executive officers, certain other members of management and certain employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the Merger are set forth in the Definitive Proxy Statement and will be set forth in the other relevant documents to be filed with the SEC. You can find additional information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in its definitive proxy statement for its 2025 annual meeting of stockholders filed with the SEC on April 8, 2025.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “accelerate,” “aim,” “ambition,” “anticipate,” “approximate,” “aspire,” “assume,” “believe,” “can,” “continue,” “could,” “create,” “enable,” “estimate,” “expect,” “extend,” “forecast,” “future,” “goal,” “guidance,” “intend,” “long-term,” “may,” “model,” “ongoing,” “opportunity,” “outlook,” “plan,” “position,” “possible,” “potential,” “predict,” “preliminary,” “project,” “seek,” “should,” “strive,” “target,” “transform,” “trend,” “vision,” “will,” “would,” and variations of these terms or other similar expressions, although not all forward-looking statements contain these words. Such statements include, but are not limited to, statements regarding the Merger, the Company’s ability to consummate the Merger on the expected timeline or at all, the anticipated benefits of the Merger, the terms and the impact of the Merger on the Company’s future business, results of operations and financial condition, and the sources and scope of the expected financing in connection with the proposed transaction. Forward-looking statements are based on current estimates, assumptions and beliefs and are subject to known and unknown risks and uncertainties, many of which are beyond the Company’s control, that may cause actual results to vary materially from those indicated by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all; (ii) the ability of the Investor and Parent to obtain the Additional Equity Financing in connection with the Merger; (iii) the failure to satisfy any of the conditions to the consummation of the Merger, including the receipt of certain regulatory approvals (if required) and stockholder approval; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the transaction agreements, including in circumstances requiring the Company to pay the Company Termination Fee; (v) the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally; (vi) the risk that the Merger disrupts the Company’s current plans and operations; (vii) the Company’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) significant or unexpected costs, charges or expenses resulting from the Merger; (x) potential litigation relating to the Merger that could be instituted against the parties to the transaction agreements or their respective directors, managers or officers, including the effects of any outcomes related thereto; (xi) uncertainties related to the continued availability of capital and financing; (xii) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xiii) uncertainty as to timing of completion of the Merger; (xiv) the impact of adverse general and industry-specific economic and market conditions; and (xv) other risks described in the Company’s filings with the SEC, including under the heading “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2024, and any Quarterly Report on Form 10-Q or Current Report on Form 8-K that contain updates thereto. Forward-looking statements included herein are made only as of the date hereof and the Company does not undertake any obligation to update any forward looking statements as a result of new information, future developments or otherwise, except as required by law. All forward-looking statements in this Current Report are qualified in their entirety by this cautionary statement.

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: December 12, 2025		TRUECAR, INC.
	By:	/s/ Jeff Swart
		Jeff Swart
		EVP, General Counsel & Secretary

FAQ

What did TrueCar (TRUE) disclose in this report about its merger plans?

TrueCar reported an update on its proposed Merger Agreement with Fair Holdings, Inc. affiliates, under which a Fair Holdings subsidiary will merge with TrueCar, making TrueCar a wholly owned subsidiary led by founder Scott Painter and backed by Alpha Auto 2, LLC.

What is the new Voting and Support Agreement mentioned for TrueCar (TRUE)?

TrueCar, Fair Holdings, the Merger Subsidiary and Auto Holdings, LLC entered into a Voting and Support Agreement under which Auto Holdings agreed, subject to its terms, to vote all TrueCar shares it held as of the November 13, 2025 record date in favor of approving and adopting the Merger Agreement at the special meeting.

How many TrueCar (TRUE) shares does Auto Holdings, LLC beneficially own?

Based on its most recent Schedule 13D filing, Auto Holdings, LLC beneficially owned 5,370,000 shares of TrueCar’s common stock, representing approximately 6.0% of the company’s common stock.

When is the TrueCar (TRUE) special meeting to vote on the merger?

The special meeting of TrueCar stockholders to consider and vote on proposals including approval and adoption of the Merger Agreement is scheduled for December 22, 2025, with November 13, 2025 as the record date.

Who is leading the parent company in the proposed TrueCar (TRUE) merger?

The parent company, Fair Holdings, Inc., is led by TrueCar founder Scott Painter and is backed by an equity commitment from Alpha Auto 2, LLC.

Where can TrueCar (TRUE) investors find the definitive proxy statement and merger documents?

Investors can obtain the definitive proxy statement and related documents free of charge on the SEC’s website at www.sec.gov or through the Investors section of TrueCar’s website at https://ir.truecar.com under “Financials” and then “SEC Filings,” or by contacting TrueCar’s investor relations team at investors@truecar.com.

What key risks to completing the TrueCar (TRUE) merger are highlighted?

The report notes risks including that the Merger may not be completed in a timely manner or at all, the need for stockholder and certain regulatory approvals, the ability of the Investor and Parent to obtain additional equity financing, potential termination of the transaction agreements that could require a Company Termination Fee, possible litigation, and the impact of adverse general or industry-specific economic conditions.