[Form 4] TrueCar, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TrueCar, Inc.’s chief financial officer, Oliver Foley, reported the cash-out of his equity as the company was taken private. On January 21, 2026, TrueCar completed a merger in which each outstanding share of company stock was canceled and converted into the right to receive $2.55 per share in cash.

Foley reported a disposition of 340,562 shares of common stock at $2.55 per share, leaving him with no directly held common stock. He also reported the disposition of 283,611 performance stock units, which were canceled at the merger effective time, with certain units eligible to receive cash equal to the same $2.55 per share merger consideration, subject to applicable withholding 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^*

Foley Oliver

(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)
	Chief Financial Officer

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)		340,562	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
Performance Stock Units	(3)	01/21/2026		D(1)(3)			283,611	(1)(3)	(1)(3)	Common Stock	283,611	$0	0	D

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.

3. Pursuant to the terms of the Merger Agreement, at the Effective Time each outstanding Company PSU was canceled without consideration or, in the case of a Company PSU that qualified as a Change in Control Transaction Determined Unit (as determined in accordance with the Performance Unit Award Determination, Vesting and Issuance Criteria attached to the Performance Unit Award Agreement evidencing the award of such Company PSU and reflected herein), was canceled in exchange for an amount in cash equal to the Merger Consideration per share of Company Stock underlying each Company PSU, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did TrueCar (TRUE) disclose about its CFO’s share holdings?

TrueCar’s chief financial officer, Oliver Foley, reported that his directly held equity was cashed out or canceled in connection with the company’s merger. He disposed of 340,562 shares of common stock and 283,611 performance stock units, leaving him with no directly held common stock or PSUs after the transaction.

At what price were the TrueCar (TRUE) CFO’s common shares cashed out?

Under the merger terms, each outstanding share of TrueCar common stock was canceled and converted into the right to receive $2.55 per share in cash. The Form 4 shows 340,562 common shares disposed of at a price of $2.55 per share for the chief financial officer.

How were TrueCar (TRUE) performance stock units treated in the merger?

At the merger effective time, each outstanding TrueCar performance stock unit (PSU) was canceled. PSUs that qualified as “Change in Control Transaction Determined Units” were canceled in exchange for cash equal to $2.55 per underlying share of common stock, less applicable withholding taxes, while other PSUs were canceled without consideration.

What happened to TrueCar (TRUE) restricted stock units held by the CFO?

The filing explains that, under the merger agreement, each outstanding TrueCar restricted stock unit (RSU) held by the reporting person was canceled and exchanged for an amount in cash equal to $2.55 per underlying share of common stock, less any applicable withholding taxes, effective at the time the merger closed.

What corporate event triggered the TrueCar (TRUE) CFO’s Form 4 filing?

The Form 4 is tied to the completion of a merger under an Agreement and Plan of Merger dated October 14, 2025. On January 21, 2026, a wholly owned subsidiary of Fair Holdings, Inc. merged with and into TrueCar, with TrueCar surviving as a wholly owned subsidiary of Fair Holdings, and all TrueCar equity awards were treated in accordance with the merger agreement.

Does the TrueCar (TRUE) CFO still own common stock after the merger transaction?

Following the reported merger-related transactions, the Form 4 shows the chief financial officer with 0 shares of common stock and 0 performance stock units directly beneficially owned. His previously held common shares and equity awards were either cashed out or canceled under the merger terms.