AutoNation (TRUE) ends TrueCar ownership as $2.55-per-share merger closes

Rhea-AI Filing Summary

AutoNation, Inc. and Auto Holdings, LLC have fully exited their ownership in TrueCar, Inc. following the completion of a cash merger. The amendment reports that both entities now beneficially own 0 shares of TrueCar common stock, representing 0% of the class.

On January 21, 2026, a previously announced merger closed in which a merger subsidiary combined with TrueCar, leaving TrueCar as a wholly owned subsidiary of a parent company. Each outstanding TrueCar common share (with limited exceptions) was converted into the right to receive $2.55 in cash per share, without interest. Certain rollover shares were cancelled and exchanged for common stock of the parent company.

Auto Holdings, LLC disposed of 5,370,000 TrueCar shares in the merger, including all shares held by the reporting persons and all rollover shares under the merger agreement, in exchange for, among other consideration, parent common stock. As a result, the reporting persons no longer have voting or dispositive power over any TrueCar shares.

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Equity ownership and M&A specialist

Formally records AutoNation’s full exit from TrueCar after its cash merger.

This amendment shows that AutoNation, Inc. and its affiliate Auto Holdings, LLC have reduced their beneficial ownership of TrueCar common stock to zero following the closing of a previously agreed merger on January 21, 2026. It confirms that TrueCar became a wholly owned subsidiary of a parent company via the merger structure.

Key mechanics are that most TrueCar shares were converted into the right to receive $2.55 per share in cash, while designated rollover shares were instead exchanged for common stock of the parent. Auto Holdings, LLC disposed of 5,370,000 shares in this process, covering all shares and rollover shares attributed to the reporting persons.

For investors tracking ownership and control, this filing mainly formalizes that the reporting persons now hold 0% of TrueCar’s common stock and have no voting or dispositive power. The economic terms and decision to merge were set earlier; this document primarily updates the ownership record after completion of the transaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

TrueCar, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

89785L107

(CUSIP Number)

C. Coleman Edmunds
200 SW 1st Avenue,
Fort Lauderdale, FL, 33301
(954) 769-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 89785L107

1

Name of reporting person

AutoNation, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 89785L107

1

Name of reporting person

Auto Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: TrueCar, Inc.
(c)	Address of Issuer's Principal Executive Offices: 225 Santa Monica Blvd, 12th Floor, Santa Monica, CALIFORNIA , 90401.
Item 1 Comment: This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on December 3, 2025, as amended by Amendment No. 1 to Schedule 13D filed on December 12, 2025 (as so amended, the "Schedule 13D") by the Reporting Persons relating to shares of Common Stock of the Issuer. Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On January 21, 2026 (the "Closing Date"), the Issuer, Parent and Merger Subsidiary completed the previously announced transactions contemplated by the Merger Agreement, dated as of October 14, 2025, by and among the Issuer, Parent, and Merger Subsidiary. Upon the consummation of the transactions contemplated by the Merger Agreement (and on the terms and subject to the conditions set forth therein), among other things, (a) Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as the surviving corporation and as a wholly-owned subsidiary of Parent, (b) subject to certain exceptions, each issued and outstanding share of the Common Stock of the Issuer, as of immediately prior to the effective time of the Merger (the "Effective Time"), was converted into the right to receive $2.55 in cash, without interest and (c) the Rollover Shares (as defined in the Merger Agreement) issued and outstanding immediately prior to the Effective Time were cancelled and, pursuant to the applicable rollover agreement(s), each holder of such Rollover Shares was entitled to receive shares of the common stock of Parent in respect thereof. Auto Holdings, LLC disposed of 5,370,000 shares of the Issuer's Common Stock held by Auto Holdings, LLC in the Merger (being all of the (i) shares of the Issuer's Common Stock held by the Reporting Persons and (ii) Rollover Shares under the Merger Agreement), over which Auto Holdings, LLC may be deemed to have had voting and dispositive power, in exchange for, among other things, common stock of Parent. The Voting and Support Agreement, dated as of December 11, 2025, entered into by Auto Holdings, LLC with the Issuer, Parent and Merger Subsidiary, terminated upon consummation of the Merger.
Item 5.	Interest in Securities of the Issuer
(a)	See responses to Rows 11 and 13 of the cover pages of this Amendment No. 2.
(b)	See responses to Rows 7 through 10 of the cover pages of this Amendment No. 2.
(c)	Other than as described in the Schedule 13D and this Amendment No. 2, the Reporting Persons and the Covered Persons have not effected any transactions in Common Stock of the Issuer during the past 60 days.
(d)	Not applicable.
(e)	As of the Closing Date, the Reporting Persons ceased to beneficially own any shares of the Issuer's Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AutoNation, Inc.

Signature:	/s/ C. Coleman Edmunds
Name/Title:	Executive Vice President, General Counsel and Corporate Secretary
Date:	01/21/2026

Auto Holdings, LLC

Signature:	/s/ C. Coleman Edmunds
Name/Title:	President
Date:	01/21/2026

FAQ

What does this Schedule 13D/A Amendment No. 2 for TRUE report?

It reports that AutoNation, Inc. and Auto Holdings, LLC have reduced their beneficial ownership of TrueCar, Inc. common stock to 0 shares, or 0% of the class, following completion of a merger in which TrueCar became a wholly owned subsidiary of a parent company.

How many TrueCar (TRUE) shares did Auto Holdings, LLC dispose of in the merger?

Auto Holdings, LLC disposed of 5,370,000 shares of TrueCar common stock in the merger, representing all shares held by the reporting persons and all rollover shares under the merger agreement, in exchange for, among other consideration, common stock of the parent company.

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

Subject to certain exceptions, each issued and outstanding share of TrueCar common stock immediately before the effective time of the merger was converted into the right to receive $2.55 in cash per share, without interest. Designated rollover shares were cancelled and exchanged for shares of the parent company’s common stock.

What is the current beneficial ownership of TrueCar (TRUE) shares by the reporting persons?

After the merger closed on January 21, 2026, the reporting persons, AutoNation, Inc. and Auto Holdings, LLC, report beneficial ownership of 0.00 shares of TrueCar common stock and 0% of the outstanding class, with no voting or dispositive power over any shares.

What happened to the rollover shares in the TrueCar (TRUE) merger?

The Rollover Shares, as defined in the merger agreement, were cancelled at the effective time. Each holder of rollover shares, including Auto Holdings, LLC, was entitled to receive shares of the parent company’s common stock in respect of those cancelled TrueCar shares.

Did any prior agreements related to TrueCar (TRUE) shares terminate at closing?

Yes. The Voting and Support Agreement dated December 11, 2025, entered into by Auto Holdings, LLC with TrueCar, the parent, and the merger subsidiary, terminated upon consummation of the merger.