TRUE Form 4: Jeff Swart RSU Withholding Reduces Holdings to 476,089 Shares

Rhea-AI Filing Summary

Jeff Swart, Executive Vice President, General Counsel & Secretary of TrueCar, Inc. (TRUE), reported a sale of 9,661 shares of TrueCar common stock on 09/15/2025 at a price of $2.43 per share. After the transaction, the reporting person beneficially owns 476,089 shares.

The filing states the shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units, indicating the disposition was a tax-related withholding rather than an open-market discretionary sale. The Form 4 was signed by a power of attorney on 09/16/2025.

Positive

• Transaction disclosed promptly with required details including date, price, and post-transaction ownership
• Sale was for tax withholding tied to vested restricted stock units, indicating a compensation-related administrative action rather than a discretionary sale

Negative

• Insider holdings decreased by 9,661 shares as a result of the withholding
• Shares sold at $2.43, which reflects the price for this specific withholding event

Insights

Securities Compliance Analyst

TL;DR: Routine tax-withholding disposition of vested RSUs; compliance filing shows a modest reduction in insider holdings.

The Form 4 reports a common and routine mechanism where vested restricted stock units are net-settled or shares are withheld to cover tax liabilities. The reported amount, 9,661 shares at $2.43, is small relative to the remaining beneficial ownership of 476,089 shares, and the filing was executed by power of attorney the day after the transaction, which is consistent with standard administrative practice. There is no indication of other derivatives or additional transactions in this filing.

Corporate Governance Expert

TL;DR: Disclosure is timely and complete for an RSU withholding transaction; no governance red flags in this Form 4 alone.

The form clearly states the nature of the transaction as tax withholding for vested RSUs and provides the post-transaction beneficial ownership. The role of the reporting person is identified and the signature via power of attorney is noted with date, satisfying routine disclosure requirements. This single-item transaction does not by itself suggest changes to executive compensation policy or governance practices.

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

1. Name and Address of Reporting Person^*

Swart Jeff

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		F		9,661(1)	D	$2.43	476,089	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. The reported securities were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units.

Remarks:

Ex. 24 - Power of Attorney

	/s/ Tobin Watkinson, by Power of Attorney	09/16/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TrueCar (TRUE) insider Jeff Swart report on the Form 4?

The Form 4 reports that Jeff Swart sold 9,661 shares of TrueCar common stock on 09/15/2025 at $2.43 per share; post-transaction beneficial ownership is 476,089 shares.

Why were the 9,661 shares sold according to the filing?

The filing states the shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units.

Does the Form 4 show any derivative transactions for Jeff Swart?

No. Table II for derivative securities lists no transactions; only a non-derivative share withholding is reported.

When was the Form 4 signed and by whom?

The Form 4 was signed by Tobin Watkinson by power of attorney on 09/16/2025.

How much beneficial ownership does Jeff Swart hold after this transaction?

After the withholding transaction, Jeff Swart beneficially owns 476,089 shares of TrueCar common stock.