TRUE Form 4: CFO Oliver Foley Withholds 4,326 Shares for Taxes

Rhea-AI Filing Summary

TrueCar, Inc. Chief Financial Officer Oliver Foley reported a sale of 4,326 shares of TrueCar common stock on 09/15/2025 at a reported price of $2.43 per share. The filing states the shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units. After the withholding, the Reporting Person's beneficial ownership is shown as 350,932 shares held directly. The Form 4 filing was signed via power of attorney on 09/16/2025.

Positive

• Clear disclosure of the transaction date, amount, price, and purpose (tax withholding) in the Form 4
• Reporting person remains a significant holder with 350,932 shares directly owned after the withholding

Negative

• Reduction in shares held by the CFO through withholding of 4,326 shares
• No additional context in the filing about other contemporaneous insider transactions or grant details

Insights

Financial Analyst

TL;DR: Officer withheld shares for taxes after RSU vesting; limited immediate market signal.

The Form 4 documents a routine tax-withholding sale of 4,326 shares by CFO Oliver Foley at $2.43 per share following RSU vesting. This is an internal-liability driven disposition rather than a discretionary cash-raising sale. The remaining direct ownership of 350,932 shares indicates continued exposure to the company's equity. From a financial-analysis standpoint, the transaction provides transparency on executive compensation settlement but contains no operational or earnings information to change valuation models.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting; transaction is standard tax withholding on vested awards.

The Form 4 appears complete for the reported transaction: it identifies the reporting person, relationship as CFO, transaction date, code F (shares withheld), number of shares withheld, price per share, and resulting beneficial ownership. The explanatory remark explicitly states the withholding purpose, which is best practice for investor clarity. There is no indication of unusual timing or multiple related transactions in this filing.

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^*

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)
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		4,326(1)	D	$2.43	350,932	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 transaction did TrueCar (TRUE) CFO Oliver Foley report on Form 4?

The Form 4 reports a disposition of 4,326 shares on 09/15/2025 at a price of $2.43 per share.

Why were the 4,326 shares disposed 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.

How many TrueCar shares does the reporting person own after the transaction?

Following the reported transaction, the Form 4 shows the reporting person beneficially owns 350,932 shares directly.

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.

What transaction code was used on the Form 4?

The transaction is reported with transaction code F, indicating shares were withheld to satisfy tax withholding obligations.