TrueCar (TRUE) COO equity canceled and paid $2.55 per share in merger

Rhea-AI Filing Summary

TrueCar, Inc. Chief Operating Officer Angel Jill reported the cash-out of her equity in connection with the company’s merger with Fair Holdings, Inc. On January 21, 2026, a merger subsidiary of Fair Holdings merged into TrueCar, with TrueCar becoming a wholly owned subsidiary of Fair Holdings. At the effective time, each outstanding share of TrueCar common stock, including 335,137 shares held by the reporting person, was canceled and converted into the right to receive $2.55 per share in cash. In addition, each outstanding restricted stock unit held by her was canceled for cash based on the same $2.55 per-share consideration, while performance stock units covering 225,095 shares were either canceled without payment or, if they met specified change-in-control criteria, cashed out at the same per-share amount, in each case less applicable withholding taxes.

Insights

Equity Compensation & Governance Analyst

COO’s equity is cashed out at $2.55 per share as TrueCar goes private.

The filing shows TrueCar’s Chief Operating Officer, Angel Jill, having her equity awards settled as part of the closing of the merger with Fair Holdings, Inc.. Her 335,137 common shares were canceled in exchange for $2.55 per share in cash, aligning her treatment with other common shareholders under the merger terms.

The derivative table indicates 225,095 performance stock units tied to TrueCar common stock were canceled. The footnotes explain that company PSUs were either terminated without payment or, if they qualified as change-in-control units under pre-existing award criteria, were cashed out at the same $2.55-per-share merger consideration, subject to taxes. This reflects standard change-in-control mechanics rather than discretionary sales.

Overall, this Form 4 documents mechanical equity settlement from a completed change-of-control transaction, rather than an open-market trade or a shift in insider sentiment. The broader economic implications for investors stem from the merger terms themselves—particularly the $2.55-per-share cash consideration—rather than from this individual officer’s reported transactions.

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^*

Angel Jill

(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 Operating 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)		335,137	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)			225,095	(1)(3)	(1)(3)	Common Stock	225,095	$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.
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FAQ

What insider transaction did TrueCar (TRUE) disclose for COO Angel Jill?

The filing reports that Angel Jill, TrueCar’s Chief Operating Officer, had 335,137 shares of common stock and performance-based equity awards canceled and settled in connection with the completion of a merger, rather than through open-market purchases or sales.

How many TrueCar common shares were affected for the COO and at what price?

The filing shows 335,137 shares of TrueCar common stock for the COO were canceled and converted into the right to receive $2.55 per share in cash under the merger terms, leaving her with 0 common shares beneficially owned after the transaction.

What happened to Angel Jill’s TrueCar performance stock units (PSUs)?

The Form 4 lists 225,095 performance stock units tied to TrueCar common stock as disposed of. According to the footnotes, each outstanding company PSU was either canceled without consideration or, if it met specific change-in-control criteria, was canceled in exchange for cash equal to the $2.55 per-share merger consideration, less applicable withholding taxes.

Why were TrueCar shares and equity awards canceled on January 21, 2026?

On January 21, 2026, a merger subsidiary of Fair Holdings, Inc. merged with and into TrueCar, with TrueCar surviving as a wholly owned subsidiary. At this effective time, each outstanding share of company stock and certain equity awards were canceled and converted into cash based on the $2.55-per-share merger consideration.

Did Angel Jill retain any TrueCar equity after the reported merger-related transactions?

No. The tables show that following the merger-related cancellation and cash-out of 335,137 common shares and 225,095 performance stock units, the amount of common stock and derivative securities beneficially owned by the reporting person was 0.

How were TrueCar restricted stock units (RSUs) held by the COO treated in the merger?

The footnotes explain that, at the effective time of the merger, each outstanding company RSU held by the reporting person was canceled in exchange for cash equal to the $2.55-per-share merger consideration for each underlying share, less any applicable withholding taxes.