TrueCar (TRUE) director exits 429,030 shares in $2.55 cash merger

Rhea-AI Filing Summary

TrueCar, Inc. director Brendan L. Harrington reported the cash-out of his TrueCar common stock in connection with the company’s acquisition. On January 21, 2026, a merger closed in which Rapid Merger Subsidiary, Inc. combined with TrueCar, making TrueCar a wholly owned subsidiary of Fair Holdings, Inc.

At the merger’s effective time, Harrington’s 429,030 shares of TrueCar common stock were disposed of at $2.55 per share in cash, leaving him with 0 shares beneficially owned. Under the merger agreement, each outstanding TrueCar share was canceled and converted into the right to receive $2.55 in cash, and each restricted stock unit held by Harrington was canceled in exchange for a cash payment equal to the same per-share merger consideration, less 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^*

Harrington Brendan L

(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)		429,030	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 TRUE director Brendan L. Harrington report?

Brendan L. Harrington, a director of TrueCar, Inc., reported the disposition of 429,030 shares of TrueCar common stock on January 21, 2026 in connection with the company’s merger.

At what price were Brendan L. Harrington’s TRUE shares converted in the merger?

Each outstanding share of TrueCar common stock held by Brendan L. Harrington was canceled and converted into the right to receive $2.55 per share in cash under the merger agreement.

How many TRUE shares does Brendan L. Harrington own after this transaction?

Following the reported transaction tied to the merger, Brendan L. Harrington beneficially owns 0 shares of TrueCar common stock.

What corporate transaction triggered the reported TRUE insider share disposition?

The disposition was triggered by a merger in which Rapid Merger Subsidiary, Inc. merged with and into TrueCar, Inc., making TrueCar a wholly owned subsidiary of Fair Holdings, Inc. on January 21, 2026.

How were TrueCar RSUs held by Brendan L. Harrington treated in the merger?

Each outstanding TrueCar restricted stock unit (RSU) held by Brendan L. Harrington was canceled at the effective time and exchanged for a cash amount equal to $2.55 per underlying share, less applicable withholding taxes.

Was Brendan L. Harrington’s TRUE transaction a direct or indirect ownership change?

The filing shows the transaction as direct ownership (D), meaning the 429,030 TrueCar shares were held directly rather than through another entity.