TrueCar (TRUE) director exits 355,226 shares in $2.55 cash merger

Rhea-AI Filing Summary

TrueCar, Inc. director Barbara Carbone reported the disposition of her common stock in connection with the completion of a merger. On January 21, 2026, a merger closed in which Rapid Merger Subsidiary, Inc. combined with TrueCar, Inc., leaving TrueCar as a wholly owned subsidiary of Fair Holdings, Inc.

At the effective time of the merger, each outstanding TrueCar share was canceled and converted into the right to receive $2.55 in cash per share. In this Form 4, Carbone reports that 355,226 shares of common stock were disposed of at $2.55 per share, leaving her with 0 shares beneficially owned after the transaction. The filing also notes that each outstanding restricted stock unit held by her was canceled in exchange for a cash amount equal to the same $2.55 per underlying share, before applicable taxes.

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^*

Carbone Barbara

(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)		355,226	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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did TrueCar (TRUE) report for Barbara Carbone?

The filing reports that director Barbara Carbone disposed of 355,226 shares of TrueCar common stock on January 21, 2026 at a price of $2.55 per share, leaving her with 0 shares beneficially owned afterward.

Why were Barbara Carbone’s TrueCar shares disposed of on January 21, 2026?

On January 21, 2026, a merger became effective in which Rapid Merger Subsidiary, Inc. merged with TrueCar, Inc., making TrueCar a wholly owned subsidiary of Fair Holdings, Inc.. Under the merger terms, each outstanding TrueCar share was canceled and converted into a cash payment.

What cash consideration did TrueCar shareholders receive in the merger?

Under the Merger Agreement, each outstanding share of TrueCar common stock was canceled and converted into the right to receive $2.55 per share in cash, referred to as the Merger Consideration.

How were Barbara Carbone’s TrueCar RSUs treated in the merger?

Each outstanding TrueCar RSU held by Barbara Carbone was canceled at the effective time and exchanged for a cash amount equal to $2.55 per underlying share of common stock, less any applicable withholding taxes.

What is Barbara Carbone’s role at TrueCar after this reported transaction?

The filing identifies Barbara Carbone as a director of TrueCar, Inc. It does not change or update her role, but reports her share disposition resulting from the merger.

Who acquired TrueCar, Inc. in the merger referenced in this Form 4?

The merger combined Rapid Merger Subsidiary, Inc. with TrueCar, Inc., with TrueCar surviving as a wholly owned subsidiary of Fair Holdings, Inc., which is identified as the parent company in the agreement.