Every 8-K that TrueCar, Inc. (TRUE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TRUE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TRUE filings page.
TrueCar, Inc. completed its previously announced merger with Fair Holdings, Inc., in which Rapid Merger Subsidiary, Inc. merged into TrueCar on January 21, 2026, making TrueCar a wholly owned subsidiary of Fair Holdings. Each outstanding share of TrueCar common stock (other than specified rollover, dissenting and excluded shares) was converted into the right to receive $2.55 in cash per share, resulting in aggregate merger consideration of approximately $227 million paid to stockholders.
Auto Holdings, LLC, an affiliate of AutoNation, contributed its TrueCar shares to Fair Holdings in exchange for equity in the parent. Unvested restricted stock units were converted into cash-based awards that vest on the same schedule as before the merger. Following the transaction, TrueCar’s common stock ceased trading on Nasdaq, and the company plans to deregister its shares and suspend Exchange Act reporting as it transitions to a private company. The board and key executives resigned at closing, and founder Scott Painter became TrueCar’s sole director and Chief Executive Officer.
TrueCar, Inc. reported that stockholders approved all proposals at a special meeting related to its planned merger with Fair Holdings, Inc. and Rapid Merger Subsidiary, Inc. Proposal 1, the merger proposal, passed with 69,723,284 votes for, 84,731 against and 311,685 abstentions. Proposal 2, a non-binding advisory vote on compensation that may be paid to TrueCar’s named executive officers in connection with the merger, received 67,101,348 votes for, 2,783,000 against and 235,352 abstentions. Proposal 3, allowing potential adjournment of the meeting, was also approved, but adjournment was not needed because the merger proposal passed.
As of the November 13, 2025 record date, 88,940,050 shares were outstanding, and 70,119,700 shares (about 78.83%) were represented, satisfying quorum requirements. Subject to satisfaction or waiver of closing conditions in the merger agreement, the merger is expected to close in January 2026, after which TrueCar will become a wholly owned subsidiary of Fair Holdings, Inc.
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. 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.
TrueCar entered into a definitive merger agreement to be acquired by Fair Holdings, led by founder Scott Painter. At closing, each share of TrueCar common stock will be converted into the right to receive $2.55 in cash per share, excluding rollover, dissenting and certain affiliated shares.
The deal is backed by a $164,000,000 equity commitment from Alpha Auto 2 and a $15,000,000 deposit already funded to TrueCar, with remaining funds expected from company cash and additional equity financing. An initial 30‑day go‑shop runs through November 13, 2025, permitting solicitation of superior proposals under specified terms.
Termination economics include a company fee of $4,000,000 in certain early superior‑proposal scenarios and otherwise $8,000,000; a $15,000,000 parent termination fee would be satisfied by TrueCar’s retention of the deposit. Support agreements cover holders beneficially owning about 3.9% (management) and 21.1% (Caledonia) of outstanding shares. Upon closing, TrueCar will be delisted from Nasdaq. Unvested RSUs convert into cash-based awards that vest on their original schedules; out‑of‑the‑money options and certain PSUs are canceled.
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.
TrueCar, Inc. reported a leadership change, terminating the employment of its Chief Revenue Officer, Jay Ku, without cause effective September 1, 2025. The company expects to enter into a release and separation agreement with Ku that will include a release of claims against TrueCar and provide severance benefits. These severance terms are described as being consistent with Ku’s existing Employment Agreement dated February 10, 2023, which governs benefits in the case of a termination without cause.