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

Rhea-AI Filing Summary

TrueCar, Inc. executive Jeff Swart reported the cash-out of his equity in connection with the company’s merger. On January 21, 2026, Rapid Merger Subsidiary, a unit of Fair Holdings, Inc., merged into TrueCar, making TrueCar a wholly owned subsidiary of Fair Holdings.

At the merger’s effective time, each outstanding TrueCar share, including 466,428 shares of common stock held by Swart, was canceled and converted into the right to receive $2.55 per share in cash. Swart’s restricted stock units and qualifying performance stock units were also canceled in exchange for cash equal to $2.55 per underlying share, less taxes, while other performance units were canceled without payment.

All of Swart’s stock options listed in the filing, covering grants such as 200,000 and 127,273 shares at various exercise prices, were canceled for no consideration because they were not in-the-money under the merger terms. Following these transactions, the filing shows Swart holding no remaining TrueCar common stock or derivative awards directly.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

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)
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)		466,428	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)			228,631	(1)(3)	(1)(3)	Common Stock	228,631	$0	0	D
Employee Stock Option (right to buy)	$10.85	01/21/2026		D(1)(4)			200,000	(5)	08/11/2026	Common Stock	200,000	$0	0	D
Employee Stock Option (right to buy)	$18.91	01/21/2026		D(1)(4)			56,736	(6)	06/10/2027	Common Stock	56,736	$0	0	D
Employee Stock Option (right to buy)	$18.91	01/21/2026		D(1)(4)			90,000	(7)	06/10/2027	Common Stock	90,000	$0	0	D
Employee Stock Option (right to buy)	$9.59	01/21/2026		D(1)(4)			78,337	(8)	05/12/2028	Common Stock	78,337	$0	0	D
Employee Stock Option (right to buy)	$6.93	01/21/2026		D(1)(4)			54,432	(9)	03/15/2029	Common Stock	54,432	$0	0	D
Employee Stock Option (right to buy)	$2.68	01/21/2026		D(1)(4)			127,273	(10)	03/16/2030	Common Stock	127,273	$0	0	D
Employee Stock Option (right to buy)	$5.175	01/21/2026		D(1)(4)			46,592	(11)	03/12/2031	Common Stock	46,592	$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. 4,166 shares subject to the option vested on August 11, 2016 and the remaining shares vested in forty-seven (47) equal monthly installments beginning on August 24, 2016.

6. The option vested in 48 monthly installments beginning on July 15, 2017.

7. The option vested as to 10% of the total number of shares subject to the option on June 15, 2018, as to 20% of such shares on June 15, 2019, as to 30% of such shares on June 15, 2020 and as to 40% of such shares on June 15, 2021.

8. The option vested in 48 monthly installments beginning on May 15, 2018.

9. The option vested in 48 monthly installments beginning on March 15, 2019.

10. The option vested in 48 monthly installments beginning on March 15, 2020.

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

Remarks:

	/s/ Andrew Lackey, 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.
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 transaction does the Form 4 report for TrueCar (TRUE) EVP Jeff Swart?

The Form 4 reports that Jeff Swart, EVP, General Counsel & Secretary of TrueCar, Inc., had his 466,428 shares of common stock and all reported equity awards canceled or cashed out in connection with the completion of TrueCar’s merger with a subsidiary of Fair Holdings, Inc. on January 21, 2026.

What cash consideration did TrueCar (TRUE) shareholders receive in the merger?

Under the Merger Agreement, at the effective time each outstanding share of TrueCar common stock was canceled and converted into the right to receive $2.55 per share in cash, referred to as the Merger Consideration.

How were Jeff Swart’s RSUs and PSUs in TrueCar (TRUE) treated in the merger?

Each outstanding restricted stock unit (RSU) held by Jeff Swart was canceled and exchanged for cash equal to $2.55 per underlying share, less withholding taxes. Each performance stock unit (PSU) was either canceled without consideration or, if it qualified as a Change in Control Transaction Determined Unit, exchanged for cash equal to $2.55 per underlying share, less taxes.

What happened to Jeff Swart’s TrueCar (TRUE) stock options in this Form 4?

The filing shows multiple employee stock options held by Jeff Swart, including grants over 200,000, 90,000, 78,337, 54,432, 127,273, and 46,592 shares, were all reported as disposed of on January 21, 2026 and reduced to zero. Footnotes state that each outstanding Company Option held by Swart was canceled for no consideration because it was not an in-the-money option under the Merger Agreement.

Does Jeff Swart hold any TrueCar (TRUE) common stock after this Form 4 transaction?

No. Table I of the Form 4 shows that after the 466,428-share common stock position was canceled for $2.55 per share in cash at the merger’s effective time, the amount of common stock beneficially owned following the transaction is 0 shares.

What corporate event triggered the insider transactions reported for TrueCar (TRUE)?

The insider transactions were triggered by the completion of a merger on January 21, 2026, in which Rapid Merger Subsidiary, Inc., a wholly owned subsidiary of Fair Holdings, Inc., merged with and into TrueCar, Inc., with TrueCar surviving as a wholly owned subsidiary of Fair Holdings. This event caused TrueCar shares and equity awards to be canceled, cashed out, or terminated as described.