[SCHEDULE 13G/A] TrueCar, Inc. Amended Passive Investment Disclosure
Glazer Capital reports 4.28% stake in TrueCar
Glazer Capital, LLC and Paul J. Glazer report holding 3,806,763 shares of TrueCar, Inc. common stock, representing 4.28% of the class as of 12/31/2025.
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Glazer Capital, LLC and Paul J. Glazer report holding 3,806,763 shares of TrueCar, Inc. common stock, representing 4.28% of the class as of 12/31/2025. The shares are held through funds and managed accounts advised by Glazer Capital, and voting and dispositive power is shared.
The reporting persons state they have no sole voting or dispositive power over the stock and certify the position is not held to change or influence control of TrueCar. The filing is an Amendment No. 1 to Schedule 13G, reflecting ownership of 5 percent or less of the class.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Schedule 13G/A filing reveal about TrueCar (TRUE)?
The Schedule 13G/A shows that Glazer Capital, LLC and Paul J. Glazer beneficially own TrueCar common stock. They report 3,806,763 shares, equal to 4.28% of the class, held through funds and accounts they manage, with shared voting and dispositive power over these shares.
How many TrueCar (TRUE) shares does Glazer Capital report owning and what percentage is this?
Glazer Capital and Paul J. Glazer report beneficial ownership of 3,806,763 TrueCar common shares. This stake represents 4.28% of the company’s outstanding common stock, placing their reported holdings at 5 percent or less of the class according to the ownership section of the filing.
Who are the reporting persons in the TrueCar (TRUE) Schedule 13G/A?
The reporting persons are Glazer Capital, LLC, a Delaware limited liability company, and Paul J. Glazer, a United States citizen. Mr. Glazer is the Managing Member of Glazer Capital, and the reported TrueCar shares are held by funds and managed accounts advised by Glazer Capital.
Is Glazer Capital’s TrueCar (TRUE) stake reported as passive or for control purposes?
The position is reported as passive. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of TrueCar, and are not held in connection with any transaction having that purpose or effect, other than certain nomination-related activities.
As of what date is Glazer Capital’s ownership in TrueCar (TRUE) measured in this filing?
The ownership is measured as of 12/31/2025, which is listed as the date of the event requiring the filing. The Schedule 13G/A, Amendment No. 1, reports holdings and percentages as of that date, with signatures dated 02/12/2026 by Paul J. Glazer.
How is voting and dispositive power over TrueCar (TRUE) shares allocated for Glazer Capital?
The filing reports zero shares with sole voting or sole dispositive power. It shows 3,806,763 TrueCar shares with shared voting power and 3,806,763 shares with shared dispositive power, reflecting control shared through Glazer Capital’s role as investment manager to the referenced funds and accounts.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TrueCar, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
89785L107
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
89785L107
1
Names of Reporting Persons
Glazer Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,806,763.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,806,763.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,806,763.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.28 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
89785L107
1
Names of Reporting Persons
Paul J. Glazer
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,806,763.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,806,763.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,806,763.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.28 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TrueCar, Inc.
(b)
Address of issuer's principal executive offices:
225 Santa Monica Blvd, 12th Floor, Santa Monica, California 90401
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"); and
(ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.
(c)
Citizenship:
Glazer Capital is a Delaware limited liability company. Mr. Glazer is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
89785L107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,806,763
(b)
Percent of class:
4.28%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,806,763
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,806,763
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
