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TrueCar, Inc. Director's Dealing 2026

Jan 23, 2026

33732_dirs_2026-01-23_4ccaa54a-d910-469a-9998-fa0888aa99d1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TrueCar, Inc. (TRUE)
CIK: 0001327318
Period of Report: 2026-01-21

Reporting Person: Swart Jeff (EVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-01-21 Common Stock D 466428 $2.55 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-01-21 Performance Stock Units $ D 228631 Disposed Common Stock (228631) Direct
2026-01-21 Employee Stock Option (right to buy) $10.85 D 200000 Disposed 2026-08-11 Common Stock (200000) Direct
2026-01-21 Employee Stock Option (right to buy) $18.91 D 56736 Disposed 2027-06-10 Common Stock (56736) Direct
2026-01-21 Employee Stock Option (right to buy) $18.91 D 90000 Disposed 2027-06-10 Common Stock (90000) Direct
2026-01-21 Employee Stock Option (right to buy) $9.59 D 78337 Disposed 2028-05-12 Common Stock (78337) Direct
2026-01-21 Employee Stock Option (right to buy) $6.93 D 54432 Disposed 2029-03-15 Common Stock (54432) Direct
2026-01-21 Employee Stock Option (right to buy) $2.68 D 127273 Disposed 2030-03-16 Common Stock (127273) Direct
2026-01-21 Employee Stock Option (right to buy) $5.175 D 46592 Disposed 2031-03-12 Common Stock (46592) Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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).

F5: 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.

F6: The option vested in 48 monthly installments beginning on July 15, 2017.

F7: 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.

F8: The option vested in 48 monthly installments beginning on May 15, 2018.

F9: The option vested in 48 monthly installments beginning on March 15, 2019.

F10: The option vested in 48 monthly installments beginning on March 15, 2020.

F11: The option vested in 48 equal monthly installments beginning on March 15, 2021.