TrueCar (TRUE) director exits 333,833 shares at $2.55 in cash merger

Rhea-AI Filing Summary

TrueCar, Inc. director Faye Iosotaluno reported the automatic disposition of 333,833 shares of TrueCar common stock on January 21, 2026. The transaction occurred at the closing of a previously agreed merger in which Rapid Merger Subsidiary, Inc., a wholly owned subsidiary of Fair Holdings, Inc., merged into TrueCar, with TrueCar surviving as a wholly owned subsidiary of Fair Holdings.

At the merger effective time, each outstanding share of TrueCar common stock was canceled and converted into the right to receive $2.55 in cash per share, and the reporting person’s restricted stock units were similarly canceled for cash based on the same $2.55 per-share merger consideration, subject to applicable tax withholding. Following this cash-out transaction, the filing shows the director holding 0 shares of TrueCar common stock directly.

Insights

M&A and Equity Compensation Analyst

Director’s entire equity stake is cashed out at the merger price of $2.55 per share.

This filing shows how the TrueCar buyout was implemented for one board member. At the January 21, 2026 effective time of the merger with a Fair Holdings subsidiary, 333,833 shares of TrueCar common stock held by director Faye Iosotaluno were canceled and converted into cash at $2.55 per share. The same cash price applied to the director’s outstanding restricted stock units, which were canceled for cash based on the underlying share count, less withholding taxes.

The transaction code "D" and resulting 0 shares directly owned indicate a complete equity cash-out rather than an open-market sale. This aligns with the merger terms that each outstanding share of company stock would be converted into the right to receive the fixed cash merger consideration, reflecting the shift from a public company structure to being wholly owned by Fair Holdings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Iosotaluno Faye

(Last) (First) (Middle)

C/O TRUECAR, INC.

225 SANTA MONICA BLVD, 12TH FLOOR

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [ TRUE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/21/2026		D(1)(2)		333,833	D	$2.55	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On January 21, 2026 (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 14, 2025, by and between TrueCar, Inc., a Delaware corporation (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"), Merger Subsidiary merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Merger"). Defined terms not otherwise defined herein shall have the meaning set forth in the Merger Agreement.

2. Pursuant to the terms of the Merger Agreement, at the Effective Time (i) each outstanding share of Company Stock was canceled and converted into the right to receive $2.55 per share in cash (the "Merger Consideration"), and (ii) each outstanding Company RSU held by the reporting person was canceled in exchange for an amount in cash equal to the Merger Consideration per share of Company Stock underlying each Company RSU, less any applicable withholding taxes.

Remarks:

	/s/ Jeff Swart, by Power of Attorney	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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