TrueCar (TRUE) CEO exits stake as $2.55-per-share cash merger closes

Rhea-AI Filing Summary

TrueCar, Inc. insider filing shows completion of a cash merger and equity payout for the company’s President and CEO, Jantoon Reigersman. On January 21, 2026, TrueCar was acquired by Fair Holdings, Inc. through a merger in which each share of TrueCar common stock was converted into the right to receive $2.55 in cash per share.

Reigersman disposed of 1,748,286 shares of common stock at $2.55 per share, leaving him with no reported common shares afterward. His outstanding restricted stock units were canceled in exchange for cash equal to the same $2.55 per underlying share, while performance stock units were either canceled with no payment or, if they met change-in-control criteria, paid out in cash at that rate.

All reported stock options, including 205,922 and 66,560 options that had vested in 48 monthly installments beginning in 2021, were canceled at the merger effective time, with options that were not in-the-money terminated for no consideration. Following these transactions, the filing reports no remaining derivatives or common stock held by Reigersman.

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^*

Reigersman Jantoon

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		1,748,286	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)			485,558	(1)(3)	(1)(3)	Common Stock	485,558	$0	0	D
Employee Stock Option (right to buy)	$4.67	01/21/2026		D(1)(4)			205,922	(5)	01/27/2031	Common Stock	205,922	$0	0	D
Employee Stock Option (right to buy)	$5.175	01/21/2026		D(1)(4)			66,560	(6)	03/12/2031	Common Stock	66,560	$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.

4. At the Effective Time each outstanding Company Option held by the Reporting Person was canceled for no consideration pursuant to the terms of the Merger Agreement applicable to Company Options that are not In-the-Money Company Options (as defined in the Merger Agreement).

5. The option vested in 48 monthly installments beginning on May 27, 2021.

6. The option vested in 48 monthly installments beginning on March 15, 2021.

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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FAQ

What does TrueCar (TRUE) President and CEO Jantoon Reigersman’s Form 4 report?

The Form 4 reports that Jantoon Reigersman, TrueCar’s President and CEO, disposed of his TrueCar equity in connection with a cash merger, including common stock, restricted stock units, performance stock units, and stock options.

How many TrueCar (TRUE) shares did Jantoon Reigersman dispose of and at what price?

He disposed of 1,748,286 shares of TrueCar common stock at $2.55 per share, consistent with the merger consideration paid to holders of Company Stock.

What happened to Jantoon Reigersman’s TrueCar restricted stock units (RSUs)?

Each outstanding TrueCar RSU held by Jantoon Reigersman was canceled at the merger effective time and exchanged for a cash payment equal to $2.55 per underlying share, less any applicable withholding taxes.

How were Jantoon Reigersman’s TrueCar performance stock units (PSUs) treated in the merger?

Each PSU was either canceled without consideration or, if it qualified as a Change in Control Transaction Determined Unit, canceled in exchange for cash equal to $2.55 per underlying share, less any applicable withholding taxes.

What happened to Jantoon Reigersman’s TrueCar stock options in this transaction?

At the effective time of the merger, all reported TrueCar stock options held by Jantoon Reigersman, including options on 205,922 and 66,560 shares, were canceled. Options that were not in-the-money were canceled for no consideration under the merger agreement.

Does Jantoon Reigersman hold any TrueCar (TRUE) equity after the merger?

The Form 4 shows 0 shares of common stock and 0 derivative securities beneficially owned by Jantoon Reigersman following the reported merger-related transactions.

What are the key terms of the TrueCar (TRUE) merger described in this filing?

On January 21, 2026, Rapid Merger Subsidiary, Inc. merged with and into TrueCar, Inc., making TrueCar a wholly owned subsidiary of Fair Holdings, Inc. Each outstanding share of Company Stock was converted into the right to receive $2.55 in cash per share.