UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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Preliminary Proxy Statement

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☐

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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☐

Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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TrueCar, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐   No fee required.

☐   Fee paid previously with preliminary materials.

☒   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
DATED NOVEMBER 13, 2025

TrueCar, Inc.
225 Santa Monica Blvd.
12th Floor
Santa Monica, California 90401
www.truecar.com

[•], 2025

Dear TrueCar Stockholder:

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of TrueCar, Inc. (“TrueCar” or the “Company”) to be held on [•], 2025, at [•], Pacific Time. TrueCar will hold the Special Meeting virtually via the internet at www.virtualshareholdermeeting.com/TRUE2025SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

On October 14, 2025, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”) with Fair Holdings, Inc., a Delaware corporation (“Parent”), and Rapid Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which, among other things, Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Parent and Merger Subsidiary are led by TrueCar founder Scott Painter and backed by an equity commitment from Alpha Auto 2, LLC, a Florida limited liability company.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Common Stock, par value $0.0001 per share (“Company Stock” or “Common Stock”), of the Company (other than (i) Rollover Shares (as defined in the accompanying proxy statement), if any, (ii) shares of Company Stock held by a holder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the Delaware General Corporation Law (the “DGCL”) and (iii) shares of Company Stock held by the Company as treasury stock or owned by any subsidiary of the Company or Parent or any subsidiary of Parent, excluding any Rollover Shares, if any), will be canceled and converted into the right to receive $2.55 per share in cash, without interest (the “Merger Consideration”).

At the Special Meeting, you will be asked to consider and vote on:

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a proposal to approve and adopt the Merger Agreement (the “Merger Proposal”);

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a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to TrueCar’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and

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a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

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The Board of Directors of the Company (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger Agreement and the Transactions (as defined below), including the Merger, are advisable, fair to and in the best interests of

 

 

the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement, the Support Agreements (as defined below), and the consummation of the transactions contemplated thereby, including the Merger (collectively, with the financing contemplated by the Equity Commitment Letter (as defined in the accompanying proxy statement), the “Transactions”); (iii) declared advisable the Merger Agreement and the Transactions on the terms and subject to the conditions set forth in the Merger Agreement; (iv) resolved to recommend that the Company’s stockholders vote to approve and adopt the Merger Agreement and the Transactions, including the Merger; and (v) directed that the Merger Agreement be submitted to the Company’s stockholders for their approval. Accordingly, the Board unanimously recommends that TrueCar’s stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Concurrently with the execution and delivery of the Merger Agreement, the Company, Parent and Merger Subsidiary entered into (a) that certain Voting and Support Agreement, dated as of October 14, 2025 (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Caledonia Support Agreement”) (a copy of which is attached as Annex C to the accompanying proxy statement), with Caledonia (Private) Investments Pty Limited and Caledonia US, LP (collectively, “Caledonia”); and (b) those certain Voting and Support Agreements (as any of them may be amended, supplemented or otherwise modified in accordance with their respective terms, the “Management Support Agreements” and, together with the Caledonia Support Agreement, the “Support Agreements”) (a copy of the form of which is attached as Annex D to the accompanying proxy statement) with all of the Company’s directors and executive officers (collectively, the “Management Stockholders” and, together with Caledonia, the “Supporting Stockholders”). Pursuant to their respective Support Agreements, each Supporting Stockholder agreed, subject to the terms and conditions of such Support Agreement, to vote the shares of Company Stock held by such Supporting Stockholder in favor of the approval and adoption of the Merger Agreement and the Transactions, including the Merger, at the Special Meeting. For more information, please see “The Merger Agreement — Support Agreements.” For more information regarding the security ownership of the Supporting Stockholders, please see “Security Ownership of Certain Beneficial Owners and Management.”

The accompanying proxy statement provides you with more specific information about the Special Meeting, the Merger Agreement, the Support Agreements and the Transactions, including the Merger. You should carefully read the entire proxy statement and the annexes and documents referred to or incorporated by reference therein, including the Merger Agreement. You may also obtain more information about the Company from the documents the Company files with the Securities and Exchange Commission (the “SEC”), including those incorporated by reference into the accompanying proxy statement.

Your vote is very important. Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote thereon as of the close of business on the Record Date (as defined below). The failure of any stockholder to vote and any abstention will have the same effect as a vote against the Merger Proposal. Approval of the Advisory Compensation Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the voting power of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present. Accordingly, a failure to vote will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal. However, an abstention will have the same effect as a vote against each of the Advisory Compensation Proposal and the Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. Even if you plan to attend the Special Meeting virtually, the Company requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Special Meeting to ensure that your shares will be represented and voted at the Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the internet using the internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record but instead hold your shares in “street name” through a broker, bank or

 

 

other nominee, you must provide a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote at the Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Special Meeting in person. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by: (i) visiting the internet site listed on the proxy card; (ii) calling the toll-free number listed on the proxy card; or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Common Stock entitled to vote and who is present in person at the Special Meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the accompanying proxy statement.

If you have any questions concerning the Merger Proposal, the Advisory Compensation Proposal, the Adjournment Proposal, the Merger or the accompanying proxy statement, would like additional copies, or need help voting your shares of Common Stock, please contact:

Okapi Partners, LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Stockholders Call (toll-free): (877) 629-6357
Banks and Brokers Call: (212) 297-0720
Email: info@okapipartners.com

Thank you for your cooperation and continued support.

Very truly yours,

Jantoon E. Reigersman
President and Chief Executive Officer

THE MERGER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES REGULATORY AGENCY. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR THE MERGER AGREEMENT OR UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT OR THE ACCOMPANYING PROXY STATEMENT AND ANY DOCUMENTS REFERRED TO OR INCORPORATED BY REFERENCE THEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE ACCOMPANYING PROXY STATEMENT IS DATED [•], 2025 AND IS FIRST BEING MAILED TO STOCKHOLDERS OF TRUECAR ON OR ABOUT [•], 2025.

 

 

TrueCar, Inc.
225 Santa Monica Blvd.
12th Floor
Santa Monica, California 90401
www.truecar.com

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD [•], 2025

Notice is hereby given that a special meeting of stockholders (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of TrueCar, Inc., a Delaware corporation (“TrueCar” or the “Company”), will be held on [•], 2025 at [•], Pacific Time. TrueCar will hold the Special Meeting virtually via the internet at www.virtualshareholdermeeting.com/TRUE2025SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

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Approval and Adoption of the Merger Agreement.   To consider and vote on the proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 14, 2025 (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”) among 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”), pursuant to which, among other things, Merger Subsidiary will merge with and into TrueCar, with TrueCar surviving as a wholly-owned subsidiary of Parent (such merger, the “Merger” and such proposal, the “Merger Proposal”);

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2.

Advisory Compensation Proposal.   To vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and

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3.

Adjournment Proposal.   To vote on a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

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The Board of Directors of the Company (the “Board”), at a meeting duly called and held, has by unanimous vote: (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the Support Agreements (as defined in the accompanying proxy statement), and the consummation of the transactions contemplated thereby, including the Merger (collectively, with the financing contemplated by the Equity Commitment Letter (as defined in the accompanying proxy statement), the “Transactions”); (iii) declared advisable the Merger Agreement and the Transactions on the terms and subject to the conditions set forth in the Merger Agreement; (iv) resolved to recommend that the Company’s stockholders vote to approve and adopt the Merger Agreement and the Transactions, including the Merger; and (v) directed that the Merger Agreement be submitted to the Company’s Stockholders for their approval. The Board unanimously recommends that holders of Common Stock vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

The Company will transact no other business at the Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Special Meeting or any

 

 

adjournment or postponement thereof by or at the direction of the Board in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”) and the Merger Agreement. The accompanying proxy statement, of which this notice is a part, describes the proposals listed above in more detail. Please refer to the attached documents, including the Merger Agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, please see the section entitled “The Merger” beginning on page [•] for a description of the transactions contemplated by the Merger Agreement.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of the Company’s Common Stock, par value $0.0001 per share (“Company Stock” or “Common Stock”), outstanding and entitled to vote thereon as of the close of business on the Record Date. The failure to vote and any abstention will have the same effect as a vote against the Merger Proposal. Holders of Common Stock (“Company Stockholders”) will also be asked to approve the Advisory Compensation Proposal and the Adjournment Proposal. Approval of the Advisory Compensation Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the voting power of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present. Accordingly, a failure to vote will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal. However, an abstention will have the same effect as a vote against each of the Advisory Compensation Proposal and the Adjournment Proposal.

A Company Stockholder who does not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of its shares of Common Stock if the Merger is completed, but only if such Company Stockholder submits a written demand for appraisal to the Company prior to the time a vote of Company Stockholders is taken on the Merger Proposal and strictly complies with the procedures set forth in Section 262 of the Delaware General Corporation Law (“DGCL”). A copy of Section 262 of the DGCL is included as Annex F to the accompanying proxy statement, and a summary of these provisions can be found under the section entitled “Appraisal Rights” in the accompanying proxy statement. Section 262 of the DGCL may also be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

The Board has fixed the close of business on [•], 2025, as the record date (the “Record Date”) for the determination of the Company Stockholders entitled to receive notice of, and to vote at, the Special Meeting. The Company Stockholders of record as of the close of business on the Record Date are the only Company Stockholders that are entitled to receive notice of, and to vote at, the Special Meeting unless a new record date is fixed in connection with any adjournment or postponement of the Special Meeting. For additional information regarding the Special Meeting, please see the section entitled “The Special Meeting of TrueCar’s Stockholders” beginning on page [•] of the accompanying proxy statement.

To ensure your virtual representation at the Special Meeting, please vote as promptly as possible, whether or not you plan to attend the Special Meeting in person. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by: (i) visiting the internet site listed on the proxy card; (ii) calling the toll-free number listed on the proxy card; or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting in person at the Special Meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Company Stock entitled to vote and who is present in person at the Special Meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the accompanying proxy statement. A complete list of Company Stockholders entitled to vote at the Special Meeting will be open to the examination of any Company Stockholder for any purpose related to the Special Meeting for a period of at least ten (10) days prior to the Special Meeting. Such list will be available upon request by contacting our Investor Relations department by email at investors@truecar.com or by phone at (800) 200-2000, extension 8771.

 

 

If you have any questions or need assistance voting your shares, please contact:

Okapi Partners, LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Stockholders Call (toll-free): (877) 629-6357
Banks and Brokers Call: (212) 297-0720
Email: info@okapipartners.com

By Order of the Board of Directors,

Jeffrey J. Swart
Executive Vice President, General Counsel & Secretary

Santa Monica, California

[•], 2025

 

 

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY OR VOTING INSTRUCTION CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOU MAY REVOKE YOUR PROXY OR CHANGE YOUR VOTE AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL MEETING.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. Even if you plan to attend the Special Meeting, the Company requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Special Meeting to ensure that your shares will be represented and voted at the Special Meeting if you later decide not to or become unable to attend in person.

You may also submit a proxy over the internet using the internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the internet or by telephone, you will be asked to provide the control number from the enclosed proxy card.

Please vote as promptly as possible, whether or not you plan to attend the Special Meeting. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by: (i) visiting the internet site listed on the proxy card; (ii) calling the toll-free number listed on the proxy card; or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting at the Special Meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Common Stock entitled to vote and who is present at the Special Meeting may vote, thereby revoking any previous proxy. If you are not a stockholder of record but instead hold your shares in “street name” through a broker, bank or other nominee, you must provide a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote at the Special Meeting. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in this proxy statement.

This proxy statement provides a detailed description of the Transactions, including the Merger, the Merger Agreement, and the other matters to be considered at the Special Meeting. We urge you to read this proxy statement carefully — including any documents incorporated by reference — and the annexes in their entirety. If you have any questions concerning the Merger Proposal, the Advisory Compensation Proposal, the Adjournment Proposal, the Transactions or this proxy statement, would like additional copies, or need help voting your shares of Common Stock, please contact:

Okapi Partners, LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Stockholders Call (toll-free): (877) 629-6357
Banks and Brokers Call: (212) 297-0720
Email: info@okapipartners.com

 

 

TABLE OF CONTENTS

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND MERGER

The following questions and answers briefly address some commonly asked questions about the Special Meeting and the Merger. They may not include all the information that is important to TrueCar Stockholders. TrueCar Stockholders should carefully read this entire proxy statement, including the annexes and the other documents referred to herein incorporated by reference.

Q:

Why am I receiving this proxy statement?

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A:

You are receiving this proxy statement in connection with a solicitation of proxies by the Company in favor of the Merger Proposal and the other matters to be voted on at the Special Meeting. The Merger Agreement contains terms governing the Merger and is attached to this proxy statement as Annex A.

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In order to complete the Merger, among other things, Company Stockholders must approve and adopt the Merger Agreement in accordance with the DGCL. This proxy statement, which you should carefully read in its entirety, contains important information about the Special Meeting, the Merger and other matters.

Q:

What will happen in the Merger?

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A:

Under the Merger Agreement, Merger Subsidiary will merge with and into the Company, the separate corporate existence of Merger Subsidiary will cease and the Company will continue as a wholly owned subsidiary of Parent. At the Effective Time, each share of Common Stock, issued and outstanding immediately prior to the Effective Time (other than (i) Rollover Shares, if any; (ii) shares of Company Stock held by a holder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the DGCL; and (iii) shares of Company Stock held by the Company as treasury stock or owned by any subsidiary of the Company or Parent or any subsidiary of Parent, excluding any Rollover Shares) will be automatically canceled and converted into the right to receive the Merger Consideration. For a more complete discussion of the proposed Merger, its effects and the other transactions contemplated by the Merger Agreement, please see the section entitled “The Merger” beginning on page [•] of this proxy statement.

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Q:

What are Company Stockholders being asked to vote on?

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A:

The Company is holding the Special Meeting to vote on the Merger Proposal. Company Stockholders will also be asked to approve the Advisory Compensation Proposal and the Adjournment Proposal.

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Q:

How important is my vote as a Company stockholder?

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A:

Your vote “FOR” each proposal presented at the Special Meeting is very important, regardless of the number of shares of Common Stock that you own. You are encouraged to submit a proxy as soon as possible.

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The Merger cannot be completed without the approval of the Merger Proposal by the Company Stockholders. Since approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote on the Merger Proposal, any abstentions or failures to vote will have the same effect as a vote AGAINST the Merger Proposal.

Q:

What constitutes a quorum, and what vote is required to approve each proposal at the Special Meeting?

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A:

The holders of a majority of the stock issued and outstanding and entitled to vote must be present in person or represented by proxy at the Special Meeting in order to constitute a quorum. Virtual attendance by Company Stockholders of record as of the Record Date at the Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Shares of beneficial owners who hold such shares in “street name” through a bank, broker or other nominee and who fail to give voting instructions to their bank, broker or other nominee will not be considered present and thus will not be counted towards a quorum. Beneficial owners who virtually attend the Special Meeting will not count towards a quorum unless they instruct their shares or hold a legal proxy executed by their bank, broker or other nominee.

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Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote thereon as of the close of business on the Record Date. Accordingly, a Company Stockholder’s abstention from voting or the failure of a Company Stockholder to vote (including the failure of a Company Stockholder who holds shares in “street name” through a bank, broker or other nominee to give any voting instructions to that bank, broker or other nominee) will have the same effect as a vote “AGAINST” the Merger Proposal.

Assuming a quorum is present, approval of the Advisory Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, with respect to a Company Stockholder who is present in person or represented by proxy at the Special Meeting and who abstains, such Company Stockholder’s abstention will be counted in connection with the determination of whether a quorum is present and will have the same effect as a vote “AGAINST” each of the Advisory Compensation Proposal and the Adjournment Proposal. However, the failure of a Company Stockholder of record who is not present in person or represented by proxy at the Special Meeting to vote on either proposal, as well as the failure of a Company Stockholder who holds shares in “street name” through a bank, broker or other nominee to give any voting instructions to the bank, broker or other nominee, will have no effect on either of the Advisory Compensation Proposal or the Adjournment Proposal. If there is no quorum, then either (i) the chairperson of the Special Meeting, or (ii) if the chairperson does not act, the Company Stockholders entitled to vote at the Special Meeting, present in person or represented by proxy, shall have power to adjourn the Special Meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

Q:

How can I attend the Special Meeting?

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A:

Company Stockholders as of the Record Date may attend, vote and submit questions virtually at the Special Meeting by logging in at www.virtualshareholdermeeting.com/TRUE2025SM. To log in, Company Stockholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or notice. If you are not a Company Stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to vote or submit questions during the meeting.

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Q:

Are there any Company Stockholders who have already committed to voting in favor of any of the proposals at the Special Meeting?

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A:

Yes. Contemporaneously with the execution of the Merger Agreement, the Company and Parent entered into the Support Agreements (copies of which are attached as Annexes C (Caledonia Voting and Support Agreement) and D (Form of Management Voting and Support Agreement) to this proxy statement), pursuant to which the Supporting Stockholders agreed, among other things and subject to the terms and conditions thereof, to irrevocably and unconditionally affirmatively vote (or cause to be voted) all shares of Common Stock owned by them in favor of, among other things, the Merger Proposal at the Special Meeting. The Management Stockholders beneficially and collectively owned approximately 3.7% of the outstanding shares of Common Stock as of October 31, 2025, and, based on its most recent available Schedule 13G/A filing, Caledonia owned shares representing approximately 20.7% of the outstanding shares of Common Stock as of October 31, 2025. For more information, please see “The Merger Agreement — Support Agreements.”

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Q:

What will Company Stockholders receive if the Merger is completed?

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A:

If the Merger is completed, shares of Common Stock outstanding at the Effective Time (other than Rollover Shares, if any) will automatically be converted into the right to receive the Merger Consideration of $2.55 per share in cash, without interest, unless the holder of such shares exercises and perfects its appraisal rights under the DGCL. Any shares of Common Stock held by TrueCar as treasury stock or owned, directly or indirectly, by any subsidiary of the Company or by Parent immediately prior to the Effective Time will automatically be canceled and retired and will not be entitled to receive the Merger Consideration.

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For more information regarding the Merger Consideration to be received by Company Stockholders if the Merger is completed, please see “The Merger Agreement — Merger Consideration.”

Q:

How does the Board of Directors recommend that I vote at the Special Meeting?

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A:

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. For additional information regarding the recommendation of the Board, please see “The Merger — Recommendation of the Board of Directors and its Reasons for the Merger.”

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Q:

Who is entitled to vote at the Special Meeting?

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A:

All holders of shares of Common Stock who held shares at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. Each such holder of Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of Common Stock that such holder owned of record as of the Record Date. Please see “The Special Meeting of TrueCar’s Stockholders — Voting at the Special Meeting” for instructions on how to vote your shares without attending the Special Meeting.

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Q:

What is a proxy?

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A:

A stockholder’s legal designation of another person to vote shares of such stockholder’s stock at a special or annual meeting is referred to as a proxy. The document used to designate a proxy to vote your shares of common stock is called a proxy card.

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Q:

How many votes do I have for the Special Meeting?

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A:

Each Company Stockholder is entitled to one vote for each share of Common Stock held of record as of the close of business on the Record Date for each proposal. As of the close of business on the Record Date, there were [•] outstanding shares of Common Stock.

​

Q:

What happens if the Merger is not completed?

​

A:

If the Company Stockholders do not approve the Merger Proposal or if the Merger is not completed for any other reason, the Company Stockholders will not receive any Merger Consideration for their shares of Common Stock in connection with the Merger. Instead, the Company expects that its management will operate the Company’s business in a manner similar to that in which it is being operated today and the Company will remain an independent public company, the Common Stock will continue to be listed and traded on Nasdaq, the Common Stock will continue to be registered under the Exchange Act and the Company Stockholders will continue to own their shares of Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Common Stock. Under certain circumstances, if the Merger is not completed, the Company may be obligated to pay to Parent a termination fee or to reimburse Parent for certain expenses. Similarly, under certain circumstances, if the Merger is not completed, Parent may be obligated to pay to the Company a termination fee. Please see the section of this proxy statement entitled “The Merger Agreement — Termination Fees and Expenses; Limitations on Liability.”

​

Q:

How can I vote my shares and participate at the Special Meeting?

​

A:

If you are a Company Stockholder of record as of the close of business on the Record Date, you may submit your proxy before the Special Meeting in one of the following ways:

​

•

Telephone-use the toll-free number shown on your proxy card;

​

•

Internet-visit the website shown on your proxy card to vote via the internet; or

​

•

Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

​

 

22

 

If you are a Company Stockholder of record, you may also cast your vote virtually at the Special Meeting by following the instructions at www.virtualshareholdermeeting.com/TRUE2025SM. If you decide to attend the Special Meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

The Special Meeting will begin promptly at [•] [a.m./p.m.], Pacific Time, on [•], 2025. The Company encourages the Company Stockholders to access the meeting prior to the start time, leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement. Even if you plan to attend the Special Meeting virtually, the Company recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Special Meeting.

If you hold shares of Common Stock through a bank, broker or other nominee, you are not a holder of record, but instead you hold your shares in “street name” and the record holder of your shares is your bank, broker or other nominee. Your bank, broker or other nominee will send you, as the beneficial owner of such shares, a package describing the procedures for voting your shares and you must instruct the bank, broker other nominee on how to vote them by following the instructions that the bank, broker or other nominee provides to you with these proxy materials. Most banks, brokers and other nominees offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone, and by the internet.

Q:

How can I vote my shares without attending the Special Meeting?

​

A:

Whether you hold your shares directly as a Company Stockholder of record or beneficially in “street name,” you may direct your vote by proxy without attending the Special Meeting. You can vote by proxy by mail, over the internet or by telephone by following the instructions provided on the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee. Additional information on voting procedures can be found under “Special Meeting of TrueCar’s Stockholders.”

​

Q:

When and where is the Special Meeting? What must I bring to attend the Special Meeting?

​

A:

The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/TRUE2025SM, on [•], 2025, at [•] [a.m./p.m.], Pacific Time. There is no physical location for the Special Meeting. Online access will begin at [•] [a.m./p.m.], Pacific Time, and the Company encourages its stockholders to access the meeting prior to the start time.

​

Even if you plan to attend the Special Meeting virtually, the Company recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the Special Meeting.

Q:

Why are we holding the Special Meeting virtually?

​

A:

Similar to the annual meeting, we will host the Special Meeting exclusively online. We continue to believe that this format allows us to preserve stockholder access while saving time and money for both TrueCar and its stockholders.

​

Q:

What if I have technical difficulties or trouble accessing the virtual meeting website during the Special Meeting?

​

A:

If you experience technical difficulties accessing the virtual meeting, please contact the technical support telephone number posted on the virtual meeting login page.

​

Q:

What is the difference between holding shares as a Company Stockholder of record and as a beneficial owner of shares held in “street name”?

​

A:

If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record of those shares, and proxy materials

​

 

23

 

are being sent directly to you. As a shareholder of record, you have the right to grant your voting proxy directly to the persons named as proxy holders to vote at the Special Meeting. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares held in “street name,” and proxy materials are being forwarded to you by your broker or other nominee who is considered the shareholder of record of those shares. If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide your bank, broker or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to the Company or by voting in person at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Q:

If my shares of Common Stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

​

A:

No. Under the applicable rules, a bank, broker or other nominee does not have discretionary authority to vote on “non-routine” matters without specific instructions from its customers, and all of the matters to be considered at the Special Meeting are “non-routine” for this purpose. If you provide voting instructions to your bank, broker or other nominee on one or more of the proposals but not on one or more of the other proposals, then your shares will be counted as present for the purposes of determining a quorum but will not be voted on any proposal for which you fail to provide instructions. To make sure that your shares are voted with respect to each of the proposals, you should instruct your bank, broker or other nominee how you wish to vote your shares in accordance with the procedures provided by your bank, broker or other nominee regarding the voting of your shares.

​

The effect of not instructing your bank, broker or other nominee how you wish to vote your shares will be the same as a vote “AGAINST” the Merger Proposal and will not have any effect on the outcome of the Adjournment Proposal or the Advisory Compensation Proposal. If you instruct your bank, broker or other nominee on how you wish to vote your shares on some but not all proposals, a failure to provide instructions on the Merger Proposal will have the same effect as voting “AGAINST” the Merger Proposal, but a failure to provide instructions on either the Advisory Compensation Proposal or the Adjournment Proposal will have no effect on such proposals.

Q:

What should I do if I receive more than one set of voting materials for the Special Meeting?

​

A:

If you hold shares of Common Stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Special Meeting.

​

Record Holders.   For shares held directly, please complete, sign, date and return each proxy card, or you may cast your vote by telephone or internet as provided on each proxy card, or otherwise follow the voting instructions provided in this proxy statement in order to ensure that all of your shares of Common Stock are voted.

“Street name” Holders.   For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures set forth in each voting instruction form provided by your bank, broker or other nominee to vote your shares in order to ensure that all of your shares of Common Stock are voted.

Q:

If a Company Stockholder gives a proxy, how are the shares of Common Stock voted?

​

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Common Stock in the way that you indicate. When completing the proxy card or the internet or telephone processes, you may specify whether your shares of Common Stock should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Special Meeting.

​

Q:

How will my shares of Common Stock be voted if I return a blank proxy?

​

A:

If you are a record holder and sign, date and return your proxy card and do not indicate how you want

​

 

24

 

your shares of Common Stock to be voted, then your shares of Common Stock will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

If you hold your shares in street name and return your voting instruction form and do not indicate how you want your shares of Common Stock to be voted on a given proposal, then your shares will not be voted on such proposal, since your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted upon at the Special Meeting.

Q:

Can I change my vote of shares of Common Stock after I have submitted my proxy?

​

A:

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the vote at the Special Meeting by:

​

•

delivering written notice of revocation to the Company’s Corporate Secretary, bearing a date later than the proxy, stating that you revoke the proxy, which must be filed with the Company’s Corporate Secretary before the Special Meeting begins;

​

•

submitting a later-dated proxy relating to the same shares by mail, telephone or the internet prior to the vote at the Special Meeting; or

​

•

attending the Special Meeting and voting (although attendance at the meeting will not, by itself, revoke a proxy).

​

You should send any written notice or a new proxy card to the Company’s Corporate Communications department in writing at TrueCar, Inc., 225 Santa Monica Blvd., 12th Floor, Santa Monica, California 90401, or follow the instructions provided on your proxy card to submit a proxy by telephone or via the internet. You may request a new proxy card by calling Okapi Partners, LLC: Company Stockholders can call toll-free at (877) 629-6357. Banks and brokers can call collect at (212) 297-0720.

For more information, please see “The Special Meeting of TrueCar’s Stockholders — Revocation of Proxies.”

Q:

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

​

A:

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

​

Q:

Where can I find the voting results of the Special Meeting?

​

A:

The preliminary voting results for the Special Meeting will be announced at the Special Meeting. In addition, within four (4) business days of the Special Meeting, the Company intends to file the final voting results of the Special Meeting with the SEC on a Current Report on Form 8-K.

​

Q:

Am I entitled to appraisal rights?

​

A:

Yes. Under Section 262 of the DGCL, a Company Stockholder (including a Company Stockholder who holds shares in “street name” through a bank, broker or other nominee) who does not vote in favor of the Merger Proposal will be entitled to seek appraisal of its shares of Common Stock if such Company Stockholder takes certain actions and certain criteria are satisfied. For more information, see the section entitled “Appraisal Rights” and Annex F of this proxy statement.

​

Q:

Do any of the officers or directors of the Company have interests in the Merger that may differ from or that may be in addition to my interests as a Company Stockholder?

​

A:

Yes. In considering the recommendation of the Board that the Company Stockholders vote to approve the Merger Proposal, the Company Stockholders should be aware that the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of

​

 

25

 

the Company Stockholders generally. The Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger and in unanimously recommending that the Merger Agreement be approved and adopted by the Company Stockholders. See “The Merger — Interests of Executive Officers and Directors of TrueCar in the Merger.”

Q:

Why am I being asked to vote on the Advisory Compensation Proposal?

​

A:

SEC rules require the Company to seek approval on a non-binding, advisory basis with respect to certain payments that will or may be made to the Company’s NEOs in connection with the Merger. Approval of the Advisory Compensation Proposal is not required to complete the Merger.

​

Q:

What happens if I sell my shares of Common Stock after the Record Date but before the Special Meeting?

​

A:

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the Record Date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting, but you will not receive the Merger Consideration.

​

Q:

When is the Merger expected to be completed?

​

A:

The Company and Parent are working to be in a position to complete the Merger as quickly as possible after the Special Meeting. The Company currently anticipates that the Merger will be completed in the fourth quarter of 2025 or the first quarter of 2026. In order to complete the Merger, we must obtain the Company Stockholders’ approval of the Merger Proposal, we must obtain approval under the HSR Act (if applicable), and a number of other closing conditions under the Merger Agreement must be satisfied or waived. See “The Merger Agreement — Closing and Effective Time” and “The Merger Agreement — Conditions to the Closing of the Merger.” Accordingly, there can be no assurances that the Merger will be completed at all, or if completed, that it will be completed in the fourth quarter of 2025 or the first quarter of 2026.

​

Q:

What are the U.S. federal income tax consequences of the Merger to TrueCar’s stockholders?

​

A:

The receipt of cash by U.S. Holders (as defined in “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for shares of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives cash in exchange for shares of Common Stock pursuant to the Merger will recognize capital gain or loss in an amount equal to the difference, if any, between: (i) the amount of cash received in the Merger; and (ii) the U.S. Holder’s adjusted tax basis in its shares of Common Stock exchanged therefor. Payments made to a Non-U.S. Holder (as defined in “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for shares of Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax unless the Non-U.S. Holder has certain connection with the United States.

​

This proxy statement contains a general discussion of certain U.S. federal income tax consequences of the Merger. No information is provided with respect to the tax consequences of the Merger under any U.S. federal law other than income tax laws (including, for example, the U.S. federal estate, gift, Medicare, and alternative minimum tax laws), or any applicable state, local, or foreign tax laws. Consequently, Company Stockholders should consult their tax advisors as to the tax consequences of the Merger relevant to their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

Q:

What is householding and how does it affect me?

​

A:

The Company is sending only one copy of this proxy statement to Company Stockholders who share the same last name and address, unless they have notified the Company that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate

​

 

26

 

mailings and save significant printing and postage costs. If you received a household mailing and you would like to have additional copies of this proxy statement mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to Investor Relations, TrueCar, Inc., 225 Santa Monica Blvd., 12th Floor, Santa Monica, California 90401 or by contacting our Investor Relations department by email at investors@truecar.com or by phone at (800) 200-2000, extension 8771. You may also contact us in the same manner if you received multiple copies of this proxy statement and would prefer to receive a single copy of future mailings.

Q:

What should I do now?

​

A:

You should read this proxy statement carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope, or you may submit your voting instructions by telephone or over the internet as soon as possible so that your shares will be voted in accordance with your instructions.

​

Q:

Whom do I call if I have questions about the Special Meeting or the Merger?

​

A:

If you are a Company Stockholder and have questions about the Special Meeting or the Merger, or desire additional copies of this proxy statement or additional proxy cards, you may contact the Company’s proxy solicitation agent:

​

Okapi Partners, LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Stockholders Call (toll-free): (877) 629-6357
Banks and Brokers Call: (212) 297-0720
Email: info@okapipartners.com

You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Merger, the Merger Agreement or other matters discussed in this proxy statement.

 

27

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and any document to which TrueCar refers in this proxy statement, contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, including strategies or plans as they relate to the Merger. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “predict,” “budget,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “continue,” “project,” “projection,” “goal,” “model,” “target,” “potential,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “are likely” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature and convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. These forward-looking statements are and will be, subject to many risks, uncertainties and factors which may cause future events to be materially different from these forward-looking statements or anything implied therein. These risks and uncertainties include, but are not limited to:

•

any difficulties of Parent in satisfying the Additional Financing Condition or obtaining any necessary Additional Equity Financing, including as a result of uncertainty or adverse developments in the credit and capital markets or otherwise;

​

•

uncertainties as to the timing of the Merger;

​

•

the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the Merger that could reduce the anticipated benefits of or cause the parties to abandon the Merger;

​

•

risks related to the satisfaction of the conditions to closing the Merger (including the failure to obtain necessary regulatory approvals (if required) or the Company Stockholders’ approval of the Merger Proposal) in the anticipated timeframe or at all;

​

•

the risk that any announcements relating to the Merger could have adverse effects on the market price of the Common Stock;

​

•

disruption from the Merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel;

​

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including in certain circumstances requiring the Company to pay a termination fee;

​

•

risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Merger;

​

•

significant transaction costs;

​

•

the risk of litigation and/or regulatory actions related to the Merger;

​

•

global economic conditions;

​

•

adverse industry and market conditions;

​

•

the ability to retain management and other personnel; and

​

•

other economic, business, or competitive factors, including factors described in the Company’s filings with the SEC, such as its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025. See the section entitled “Where You Can Find More Information” for documents incorporated by reference into this proxy statement.

​

While the list of risks and uncertainties presented here is considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and

 

28

 

legal liability to third parties and similar risks, any of which could have a material adverse effect on the ability to complete the Merger and/or the Company’s consolidated financial condition, results of operations, credit rating or liquidity. In light of the significant uncertainties in these forward-looking statements, the Company cannot assure you that the forward-looking statements in this proxy statement will prove to be accurate, and you should not regard these statements as a representation or warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. Any forward-looking statements in this proxy statement are based upon information available to the Company on the date of this proxy statement. Subject to applicable law, the Company does not undertake to publicly update or revise its forward-looking statements.

 

29

 

THE PARTIES TO THE MERGER

TrueCar, Inc.

TrueCar, Inc., incorporated in Delaware and headquartered in Santa Monica, California, is a digital automotive marketplace that, among other things: (i) provides pricing transparency about what other people paid for their cars and enables consumers to engage with TrueCar Certified Dealers who are committed to providing a superior purchase experience; (ii) empowers TrueCar Certified Dealers to attract these informed, in-market consumers in a cost-effective, accountable manner; and (iii) allows automobile manufacturers to more effectively target their incentive spending at deep-in-market consumers during their purchase process. TrueCar’s Common Stock is listed and traded on Nasdaq under the ticker symbol “TRUE.” The Company has its executive offices located at 225 Santa Monica Blvd., 12th Floor, Santa Monica, California 90401, and can be reached by phone at (800) 200-2000.

Fair Holdings, Inc.

Parent, incorporated in Delaware, was formed on October 3, 2025, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the Equity Financing in connection with the Merger. Parent’s principal executive office is located at 3601 San Fernando Road, Glendale, California 91204, and its telephone number is (800)-238-3784.

Rapid Merger Subsidiary, Inc.

Merger Subsidiary is a wholly owned subsidiary of Parent and was formed on October 10, 2025, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the Equity Financing in connection with the Merger. Merger Subsidiary’s principal executive office is located at 3601 San Fernando Road, Glendale, California 91204, and its telephone number is (800)-238-3784.

 

30

 

THE SPECIAL MEETING OF TRUECAR’S STOCKHOLDERS

General

This proxy statement is first being mailed on or about [•], 2025 and constitutes notice of the Special Meeting in conformity with the requirements of the DGCL and the Bylaws.

This proxy statement is being provided to Company Stockholders as part of a solicitation of proxies by the Board for use at the Special Meeting and at any adjournment or postponement of the Special Meeting. Company Stockholders are encouraged to read this entire proxy statement carefully, including the annexes hereto, for more detailed information regarding the Merger Agreement and the Transactions.

Date, Time and Place

The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/TRUE2025SM, on [•], 2025, at [•] [a.m./p.m.], Pacific Time, where Company Stockholders will be able to participate and vote online. This proxy statement is first being furnished to Company Stockholders on or about [•], 2025.

Purpose of the Special Meeting

At the Special Meeting, Company Stockholders will be asked to consider and vote on the following:

•

the Merger Proposal;

​

•

the Advisory Compensation Proposal; and

​

•

the Adjournment Proposal.

​

The Company will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof. This proxy statement, including the Merger Agreement attached hereto as Annex A, contains further information with respect to these matters.

Recommendation of the Board of Directors

The Board has unanimously: (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the Support Agreements, and the consummation of the Transactions; (iii) declared advisable the Merger Agreement and the Transactions on the terms and subject to the conditions set forth in the Merger Agreement; (iv) resolved to recommend that the Company Stockholders vote to approve and adopt the Merger Agreement and the Transactions, including the Merger; and (v) directed that the Merger Agreement be submitted to the Company Stockholders for their approval. A description of factors considered by the Board in reaching its decision to approve and declare advisable the foregoing matters can be found in “The Merger — Recommendation of the Board of Directors and its Reasons for the Merger” beginning on page [•].

The Board unanimously recommends that the Company Stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal at the Special Meeting.

The Merger is conditioned on, among other things, the approval of the Merger Proposal at the Special Meeting by the Company Stockholders. If the Company Stockholders fail to approve the Merger Proposal by the requisite vote, the Merger will not occur.

Record Date; Stockholders Entitled to Vote

Only holders of Common Stock at the close of business on [•], 2025, the Record Date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. At the close of business on the Record Date, [•] shares of Common Stock were issued and outstanding.

 

31

 

Holders of Common Stock are entitled to one vote for each share of Common Stock they own at the close of business on the Record Date.

A complete list of Company Stockholders entitled to vote at the Special Meeting will be open to the examination of any Company Stockholder for any purpose related to the Special Meeting for a period of at least ten (10) days prior to the Special Meeting. Such list will be available upon request by contacting our Investor Relations department by email at investors@truecar.com or by phone at (800) 200-2000, extension 8771.

Quorum; Adjournment

The presence at the Special Meeting of the holders of a majority of the shares of Common Stock represented in person or by proxy, will constitute a quorum. Virtual attendance by Company Stockholders of record as of the Record Date at the Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Shares of beneficial owners who hold such shares in “street name” through a bank, broker or other nominee and who fail to give voting instructions to their bank, broker or other nominee will not be counted towards a quorum. Beneficial owners who virtually attend the Special Meeting will not count towards a quorum unless they give voting instructions to their bank, broker or other nominee or hold a legal proxy executed by their bank, broker or other nominee. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be represented at the Special Meeting will result in an adjournment of the Special Meeting and may subject the Company to additional expense.

Notice need not be given of an adjourned meeting if the time and place, if any, thereof, and the means of remote communication, if any, by which Company Stockholders and proxy holders may be deemed to be present in person or represented by proxy and vote at the adjourned meeting are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days, in which case a notice of the adjourned meeting will be given to each Company Stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for the Company Stockholders entitled to vote is fixed for the adjourned meeting, the Board must fix a record date for notice of the adjourned meeting in accordance with the DGCL and the Bylaws and provide a new notice of the adjourned meeting to each Company Stockholder of record entitled to vote at the adjourned meeting. In addition, the Special Meeting could be postponed before it commences.

If the Special Meeting is adjourned or postponed for the purpose of soliciting additional votes, Company Stockholders who have already submitted their proxies will be able to revoke them prior to the final vote on the proposals. See “The Special Meeting of TrueCar’s Stockholders — Revocation of Proxies.” If you submit your proxy over the internet or by telephone or submit a properly executed proxy card, even if you abstain from voting, your shares will be counted as present for purposes of determining whether a quorum exists at the Special Meeting.

Required Vote

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote thereon as of the close of business on the Record Date. Accordingly, the failure of any stockholder to vote and any abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Bylaws, approval of the Advisory Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the voting power of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present. Accordingly, with respect to a Company Stockholder who is present in person or represented by proxy at the Special Meeting and who abstains or submits an instruction to abstain from voting on such proposals, such Company Stockholder’s abstention will be counted in connection with the determination of whether a quorum is present and will have the same effect as a vote “AGAINST” each of the Advisory Compensation Proposal and the Adjournment Proposal. However, the failure to vote or give voting instructions on either the Advisory Compensation Proposal or the Adjournment Proposal will have no effect on either of the Advisory Compensation Proposal or the Adjournment Proposal. If there is no quorum,

 

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then either (i) the chairperson of the Special Meeting, or (ii) if the chairperson does not act, the Company Stockholders entitled to vote at the Special Meeting, present in person or represented by proxy, shall have power to adjourn the Special Meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

The Merger is conditioned on, among other things, the approval of the Merger Proposal at the Special Meeting. The Advisory Compensation Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement. The Merger is not conditioned on approval of the Advisory Compensation Proposal or the Adjournment Proposal.

Pursuant to the Caledonia Support Agreement, Caledonia (which, based on its most recent available Schedule 13G/A filing, as of December 31, 2023, owned 18,365,289 shares of Common Stock representing approximately 20.7% of the Company’s shares of Common Stock as of October 31, 2025) have agreed, subject to the terms and conditions thereof, to vote (or cause to be voted) all shares of Common Stock held by Caledonia as of the Record Date in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal at the Special Meeting. Additionally, Management Stockholders have entered into Support Agreements pursuant to which they have agreed, among other things, subject to the terms and conditions thereof, to, irrevocably and unconditionally affirmatively vote (or cause to be voted) all shares of Common Stock owned by them in favor of, among other things, the Merger Proposal at the Special Meeting. The Management Stockholders beneficially and collectively owned approximately 3.7% of the outstanding shares of Common Stock as of October 31, 2025.

For a more complete discussion of the Support Agreements, please see “The Merger Agreement — Support Agreements.”

Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the Special Meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as voting “AGAINST” the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted in accordance with the Board’s recommendation with respect to each proposal and consequently will be voted “FOR” each of: (i) the Merger Proposal; (ii) the Advisory Compensation Proposal; and (iii) the Adjournment Proposal.

If a beneficial owner of shares of Common Stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds the owner’s shares with specific voting instructions, then, under applicable rules, the organization that holds the owner’s shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. The rules applicable to banks, brokers and other nominees only provide them with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals described in this proxy statement is considered non-routine. As a result, banks, brokers and other nominees holding shares in “street name” will be prohibited from voting uninstructed shares with respect to any of the proposals described in this proxy statement. Accordingly, if a beneficial owner of shares of Common Stock held in “street name” does not give any voting instructions to the bank, broker or other nominee, then those shares will not be counted as present in person or by proxy at the Special Meeting and accordingly will not count as present for purposes of determining whether a quorum exists and will have no effect on the outcome of the Advisory Compensation Proposal and the Adjournment Proposal but will have the same effect as voting “AGAINST” the Merger Proposal. If a beneficial owner of shares of Common Stock held in “street name” gives voting instructions to the bank, broker or other nominee with respect to one or more proposals, but not all proposals, then the result will be a “broker non-vote” on any proposal for which no instructions were provided. Broker non-votes will have the same effect as voting “AGAINST” the Merger Proposal, but will have no effect on the Advisory Compensation Proposal or the Adjournment Proposal.

Failure to Vote

If you are a Company Stockholder of record and you do not sign and return your proxy card or vote over the internet, by telephone or at the Special Meeting, your shares of Common Stock will not be voted at

 

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the Special Meeting, will not be counted as present in person or by proxy at the Special Meeting and will not be counted as present for purposes of determining whether a quorum exists.

For purposes of the Merger Proposal, a failure of record owners to vote, or a failure of beneficial owners to instruct their bank, broker or other nominee to vote, will have the same effect as a vote “AGAINST” the Merger Proposal. A failure of record owners who are not present in person or represented by proxy at the Special Meeting to vote, or a failure of beneficial owners to instruct their bank, broker or other nominee to vote, will have no effect on the outcome of a vote on either of the Advisory Compensation Proposal or the Adjournment Proposal. All abstentions from voting will have the same effect as a vote “AGAINST” each of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

If you sign, date and return your proxy card and do not indicate how you want your shares of Common Stock to be voted, then your shares of Common Stock will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Voting by the Company’s Directors and Executive Officers

At the close of business on October 31, 2025, the Company’s directors and executive officers were entitled to vote 3,274,754 shares of Common Stock, or approximately 3.7% of the shares of Common Stock issued and outstanding on that date. Each of the Company’s directors and executive officers have entered into Support Agreements, pursuant to which they have agreed that they will vote all of their respective shares of Common Stock in favor of the Merger Proposal and the Adjournment Proposal at the Special Meeting.

Voting at the Special Meeting

The Special Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual Special Meeting will be held on [•] at [•] [a.m./p.m.], Pacific Time. To participate in the Special Meeting and submit questions during the Special Meeting, visit www.virtualshareholdermeeting.com/TRUE2025SM and enter the 16-digit control number on the proxy card, voting instruction form or notice you received. Online check-in will begin at [•] [a.m./p.m.], Pacific Time. Please allow time for online check-in procedures. The virtual stockholder meeting format uses technology designed to increase stockholder access, save the Company and the Company Stockholders time and money, and provide the Company Stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, the Company will provide the Company Stockholders with an opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting. Although the Company offers four (4) different voting methods, the Company encourages you to submit a proxy to vote either over the internet or by telephone to ensure that your shares are represented and voted at the Special Meeting.

•

Submitting a Proxy by Mail:   If you choose to submit your proxy by mail, simply mark your proxy, date and sign it, and return it in the postage-paid envelope provided. If you sign and return your proxy, but do not indicate how you wish to vote, your shares will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

​

•

Submitting a Proxy by Telephone:   You may submit a proxy to vote by telephone by calling the toll-free telephone number provided on your proxy card. Please have your proxy card available for reference because you will need the validation details that are located on your proxy card in order to submit your vote by proxy by telephone. If you submit your proxy to vote by telephone, you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m., Eastern Time, on [•], 2025. Telephone voting is available 24 hours a day.

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•

Submitting a Proxy by Internet:   To submit a proxy to vote over the internet, go to the website on your proxy card and follow the steps outlined on the secured website. You will need the number included on your proxy card to obtain your records and to create an electronic voting instruction form. If you submit your proxy to vote over the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the internet, you must do so prior to 11:59 p.m., Eastern Time, on [•], 2025.

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•

Voting Virtually at the Special Meeting:   To vote virtually at the Special Meeting, follow the instructions at www.virtualshareholdermeeting.com/TRUE2025SM.

​

If your shares are held by your bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a vote instruction form from your bank, broker or other nominee seeking instruction from you as to how your shares should be voted.

Revocation of Proxies

You can change or revoke your proxy at any time before the final vote at the Special Meeting. If you are the stockholder of record of your shares, you may revoke your proxy by:

•

submitting another proxy over the internet or by telephone prior to 11:59 p.m., Eastern Time, on [•], 2025 or otherwise timely delivering a valid, later-dated proxy;

​

•

timely delivering a written notice that you are revoking your proxy to the Company’s Corporate Secretary; or

​

•

attending the Special Meeting and voting. Your virtual attendance at the Special Meeting will not revoke your proxy unless you give written notice of revocation to the Company’s Corporate Secretary before your proxy is exercised or unless you vote your shares in person at the Special Meeting.

​

If you are the beneficial owner of shares held in “street name,” you should contact your bank, broker or other nominee with questions about how to change or revoke your voting instructions.

Solicitation of Proxies

The Board is soliciting your proxy in connection with the Special Meeting, and the Company will bear the cost of soliciting such proxies, including the costs of printing and filing this proxy statement. The Company has retained Okapi Partners, LLC (“Okapi”) as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting. The Company estimates it will pay Okapi a fee of approximately $31,500, in addition to the reimbursement of expenses, for these services. The Company has also agreed to indemnify Okapi against any losses arising out of its provision of these services on the Company’s behalf. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through banks, brokers and other nominees to the beneficial owners of shares of Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of the Company’s directors, officers and employees, without additional compensation.

Tabulation of Votes

A representative of Broadridge Financial Solutions, Inc. will tabulate the votes at the Special Meeting.

Householding of Special Meeting Materials

The Company is sending only one copy of this proxy statement to Company Stockholders of record who share the same last name and address, unless they have notified the Company that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs.

If you received a household mailing from the Company and you would like to have additional copies of this proxy statement mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to: Investor Relations, TrueCar, Inc., 225 Santa Monica Blvd., 12th Floor, Santa Monica, California 90401 or by contacting our Investor Relations department by email at investors@truecar.com or by phone at (800) 200-2000, extension 8771. You may also contact us in the same manner if you received multiple copies of this proxy statement and would prefer to receive a single copy of future mailings.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple beneficial stockholders sharing an address unless contrary instructions have been received from the affected

 

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stockholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you are a beneficial Company Stockholder and you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. Company Stockholders who receive a household mailing from their broker may also receive additional copies of this proxy statement by contacting the Secretary of TrueCar via the methods described above.

Questions

If you have additional questions about the Merger, need assistance in submitting your proxy or voting your shares of Common Stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact:

Okapi Partners, LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Stockholders Call (toll-free): (877) 629-6357
Banks and Brokers Call: (212) 297-0720
Email: info@okapipartners.com

 

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THE MERGER (PROPOSAL 1)

The discussion of the Merger and the Merger Agreement in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the Merger Agreement carefully in its entirety.

Background of the Merger

Since the initial public offering of the Company in 2014, the Board from time to time, with the assistance of management and legal and financial advisors, has reviewed the business strategy and potential opportunities for the Company to improve stockholder value. This review has been iterative, taking into account macro and micro economic conditions, market opportunities, and the perspectives of stockholders, among other considerations and involved periodic dialogue with certain significant Company Stockholders, including Caledonia, the largest Company Stockholder.

On September 6, 2024, Scott Painter, who founded the Company in 2005 and served as the Company’s Chief Executive Officer and on the Board until 2015, contacted Jantoon Reigersman, the Company’s current Chief Executive Officer, and indicated that he was interested in submitting a proposal to acquire the Company. He did not provide any details of his proposal, but indicated that he intended to submit a letter to the Company to formally indicate his interest.

On September 7, 2024, Morgan Stanley provided to the Board disclosure with respect to its relationships with TrueCar, Parent, Fair and other Potential Buyers. Additional information about Morgan Stanley’s relationships to TrueCar and Parent, see the section entitled “— Opinion of Morgan Stanley & Co. LLC.”

On September 10, 2024, Fair, an entity controlled by Mr. Painter, provided Mr. Reigersman with a letter proposing to acquire the Company in an all-cash transaction at an unquantified premium to the Company’s trailing twelve (12)-month high stock price, and offering to execute a non-disclosure and standstill agreement.

On September 15, 2024, the Board met with representatives of management and Alston & Bird LLP (“Alston”) in attendance. Mr. Reigersman summarized Fair’s September 10 letter and discussed a number of financial aspects of a hypothetical transaction involving a premium for the Company’s shares and the need to obtain additional information to evaluate Fair’s proposal. Notably, the participants discussed the lack of information regarding financial support in the letter. Mr. Reigersman and the Board also discussed that, in the event Fair were to clarify its proposal in a manner suggesting it may be actionable, engaging a financial advisor to advise the Board with regard to a possible strategic review process and stockholder engagement strategies may be advisable, including advising with respect to the financial aspects of and possible responses to Fair’s proposal. The Board discussed the characteristics of several financial advisors, including Morgan Stanley, who was perceived to have extensive familiarity with the Company and its industry and experience with similar situations. A representative of Alston discussed the Board’s fiduciary duties in a potential change of control transaction. Following discussion, the Board approved engaging Morgan Stanley as the Company’s financial advisor, subject to a review of any conflicts of interest that Morgan Stanley may have with respect to the proposed transaction. The Board also instructed management and the Company’s advisors to respond to Fair with a request for clarification of its proposal. The Board also discussed the advantages and disadvantages of forming a committee of the Board intended to facilitate Board engagement, oversight and efficiency in evaluating possible responses to Fair, any competing change of control transaction and any ensuing strategic review process, and not with a view toward addressing any identified conflict of interest. Following that discussion, the Board indicated that it was favorably disposed to the formation of a transaction committee likely consisting of Ms. Barbara Carbone, the Chair of the Board, Mr. Reigersman and Mr. Diego Rodriguez, and directed the Company’s legal advisors to prepare documentation for the Board to use in forming and constituting such a committee.

Later on September 15, Mr. Reigersman sent a letter to Fair requesting clarification of the per share price it was prepared to offer for the Company, the identity of sources of debt and equity financing, including the status of due diligence conducted and the level of commitment from these financing sources to the transaction. This letter also included a draft form of non-disclosure agreement to be executed by Fair.

 

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On September 16, 2024, Mr. Painter contacted Mr. Reigersman to discuss potential per share prices at which Fair would be interested in acquiring the Company and to provide additional information regarding potential sources of financing for such a transaction. Mr. Reigersman responded that it would be important for the Company to assess the viability of such a transaction in a pre-signing market check and advised Mr. Painter that the Company was prepared to retain Morgan Stanley to assist in evaluating a possible transaction. In addition, Mr. Reigersman noted to Mr. Painter that, while he appreciated the direct engagement, it would be important for these details to be set forth in writing for the Board to be able to evaluate the potential transaction.

On September 19, 2024, Fair provided a letter to Mr. Reigersman that explicitly declined to make a specific offer to acquire the Company, but indicated that its valuation analysis suggested a price per share below $3.00 and that its post-closing plans for the Company justified a price per share above $4.00. The Company’s Common Stock closed at a trading price of $3.31 on September 19, 2024.

On September 21, 2024, Mr. Painter and Mr. Reigersman met by telephone to discuss preliminary aspects of Fair’s proposal. Mr. Reigersman reemphasized the need for a written proposal with a definitive price that would be compelling to the Board, and Mr. Painter noted his intent to send a revised proposal.

On September 23, 2024, the Board took action by written consent to form a Transaction Committee, consisting of Ms. Carbone, Mr. Reigersman and Mr. Rodriguez.

On October 1, 2024, Fair provided a letter dated September 30 to Mr. Reigersman proposing to acquire the Company at a price of $4.63 per share and naming several investors who would hypothetically be supportive of a transaction led by Fair and referred to additional, unnamed sources of financing. The letter proposed a thirty (30)- to-forty-five (45)-day due diligence process, which would be followed by the submission of a more detailed letter of intent. The Company’s Common Stock closed at a trading price of $3.23 on October 1, 2024.

Also on October 1, the Transaction Committee met to discuss possible responses to Fair’s September 30 letter.

Between September 26 and October 16, 2024 representatives of Fair’s counsel, Perkins Coie LLP (“Perkins”), discussed with representatives of Alston the terms of a non-disclosure agreement, including standstill restrictions and the instances in which those restrictions would terminate, as well as restrictions on Fair’s ability to contact sources of financing without the Company’s consent and Fair’s request that the Company not negotiate directly with certain of Fair’s financing sources in the event that the Company conducted a market check to survey the interest of other parties in a transaction involving the Company.

On October 8, 2024, the Company engaged Morgan Stanley as a financial advisor to advise on the potential transaction due to, among other things, Morgan Stanley’s qualifications, expertise and familiarity with TrueCar’s business and industry. Also on October 8, 2024, the Board met, with representatives of management, Morgan Stanley and Alston in attendance. The Board reviewed a memorandum from Morgan Stanley outlining certain investment banking relationships with Fair and a number of Fair’s prospective financing sources, none of which the Board deemed material to Morgan Stanley’s ability to assist the Company. Mr. Reigersman reviewed the September 30 letter from Fair. Representatives of Morgan Stanley provided the Board with preliminary financial analyses of Fair’s $4.63 per share proposal and reviewed potential responses to Fair’s September 30 letter, including communicating to Fair that the Company was not interested in a transaction, conducting a private market check with a group of strategic buyers or announcing the public exploration of strategic alternatives and the possible benefits and downsides of each such strategy. Representatives of Alston provided an update on ongoing negotiations with Fair with respect to a nondisclosure and standstill agreement, including instances in which the standstill would no longer apply and the intended effect of those provisions on a market check process. The Board also discussed the request from Fair not to negotiate directly with certain of Fair’s potential financing sources, none of whom were among the parties that Morgan Stanley was otherwise proposing to contact. Following discussion, the Board instructed Morgan Stanley to proceed with a private market check with a select group of strategic buyers and authorized the entry into a nondisclosure and standstill agreement with Fair.

Between October 11 and October 15, 2024, Mr. Painter and Mr. Reigersman met by telephone to discuss the terms of a non-disclosure and standstill agreement. Mr. Painter further requested to meet with

 

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specific Company Stockholders, but Mr. Reigersman indicated that the Board would not be likely to support such engagement at this time.

On October 17, 2024, the Board met, with representatives of management, Morgan Stanley, and Alston in attendance. The Board reviewed and discussed a set of financial forecasts prepared by the Company’s senior management, accounting for prevailing macroeconomic factors and recent performance and trends in the Company’s businesses. Following the conclusion of this discussion, the Board approved the updated financial forecasts to be provided to potential acquirers and for use by Morgan Stanley in connection with its financial analyses of a potential transaction. Also on this date, the Company entered into a non-disclosure and standstill agreement with Fair, which included a side letter restricting the Company from soliciting acquisition proposals from a specified financing source and its affiliates who had previously been in contact with Fair about a transaction with the Company. Neither the non-disclosure and standstill agreement nor the side letter required the Company to negotiate exclusively with Fair.

Throughout October and November 2024, at the direction of the Board, representatives of Morgan Stanley contacted thirty-six (36) potential strategic counterparties in the automotive, consumer financial technology and digital marketplace sectors to explore such parties’ interest in a potential acquisition of the Company and with financial sponsors perceived as likely to have a strong level of potential interest. Of this group, sixteen (16) parties executed a non-disclosure agreement with the Company, each of which included a customary standstill provision with a term of twenty-four (24) months or less, but permitted such parties to make private offers or proposals and provided that such provisions would cease to apply following the execution of a definitive agreement with respect to a change of control transaction or other fundamental change event involving the Company. Among the parties approached by Morgan Stanley and executing a non-disclosure agreement was an existing Company Stockholder (“Stockholder A”). Also during that time, those parties who executed a non-disclosure agreement, including Fair, were provided with access to an electronic data room containing due diligence information about the Company, and eight (8) such parties accepted the invitation of Morgan Stanley, acting at the direction of the Board, to receive a presentation from the Company’s management about the Company’s business.

On October 30, 2024, the Board met, with representatives from management, Morgan Stanley and Alston present. Morgan Stanley provided an update regarding recent discussions between the Company and Fair, Morgan Stanley’s initial outreach to potential strategic counterparties, and a summary of its initial financial analyses.

On November 15, 2024, the Transaction Committee met to discuss the status of the process, parties who had indicated interest in a potential acquisition of the Company and potential next steps.

On November 20, 2024, at the direction of the Board, Morgan Stanley sent each party who had previously executed a non-disclosure agreement with the Company, including Fair and Stockholder A, a letter requesting that preliminary proposals with respect to a business combination involving the Company be submitted no later than December 16, 2024.

On December 16, 2024, the Company received an updated proposal from Fair reiterating its interest in an acquisition of all of the outstanding shares of Common Stock at a price of $4.63 per share, but without providing additional details regarding sources of financing for such a transaction. The Company also received a request from a third party (“Party A”) for additional time to complete due diligence, while noting the need to assess the results of an ongoing commercial pilot program with the Company. The Company also received a proposal from another third party (“Party B”), expressing interest in an acquisition of all of the outstanding shares of Common Stock at an unspecified market price. Morgan Stanley also reported that Stockholder A verbally reiterated its interest in a transaction, but expressed a need for more time to complete due diligence. The remaining parties declined to submit proposals. In addition, two other parties (“Party D” and “Party E”, respectively) advised Morgan Stanley that they needed more time to complete due diligence, which Morgan Stanley reported to the Board. The Company’s Common Stock closed at a trading price of $4.28 per share on December 16, 2024.

On December 18, 2024, the Transaction Committee met in preparation for the December 19, 2024 Board meeting.

 

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Also on December 18, Morgan Stanley provided updated disclosure with respect to its relationships with the Company, Fair, the members of Fair’s expected financing consortium and those potential counterparties assessed as having the greatest likelihood of being interested in further engagement with the Company regarding a potential transaction, which included Party A, Party B and Stockholder A and none of which the Board deemed material to Morgan Stanley’s ability to assist the Company.

On December 19, 2024, the Board met, with representatives from management, Morgan Stanley and Alston present. Morgan Stanley provided a summary of the results of the strategic review process to date, including the responses from Parties A through E and Stockholder A noted above.

On January 6, 2025, the Transaction Committee met and Mr. Reigersman provided an update regarding the status of the diligence efforts of various parties that were still considering submitting proposals, as well as the continued engagement with Fair, noting that Fair still had not provided details regarding its proposed financing for a potential transaction.

On January 7, 2025, Fair provided a letter to the Company expressing frustration with its perception of the pace of the Company’s evaluation of proposals received to date, alleging various process deficiencies regarding movement in deadlines and a lack of due diligence materials being made available. Fair’s letter further demanded that the Company negotiate exclusively with Fair, offer Fair an opportunity to present directly to the Board and unspecified major Company Stockholders and that the Company make available additional due diligence, after which Fair would make a fully committed offer to acquire the Company.

On January 8, 2025, the Transaction Committee met and discussed the January 7 letter and the proposed response thereto.

On January 9, 2025, the Company sent a response letter to Fair, declining to negotiate exclusively or to permit direct contact with any major Company Stockholders and requesting that Fair improve its proposal, including greater detail with respect to Fair’s sources of financing.

On January 13, 2025, representatives of B. Riley Securities, Inc. (“B. Riley”), financial advisor to Fair, provided Morgan Stanley with an illustrative sources and uses of funds, including potential sources of capital to finance a transaction involving the Company. B. Riley also informed Morgan Stanley that Fair was unwilling to improve its per share price at that time absent further visibility regarding process and timing, additional due diligence and price feedback from the Company, which Morgan Stanley reported to the Board.

Throughout the balance of January 2025, Party A and Party B participated in a number of business and operational due diligence sessions with members of the Company’s management, but did not submit further proposals describing terms on which they were willing to transact, citing concerns about strategic fit and other organizational priorities.

On January 31, 2025, Mr. Reigersman suggested by e-mail to the Transaction Committee that providing Fair with access to an expanded electronic data room and a draft merger agreement would allow the Company to preserve positive momentum toward a transaction and potentially serve as a basis for Fair to improve its proposed terms. Mr. Reigersman also suggested that allowing engagement with select Company Stockholders would allow further development of Fair’s offer. The Transaction Committee approved such engagement, subject to the entry into an appropriate non-disclosure agreement by such Company Stockholders. In accordance with the instructions of the Transaction Committee, subsequently on that date, an expanded electronic data room was made available to Fair, and Alston provided Perkins with a draft Merger Agreement.

On February 6, 2025, the Board met, with representatives from management, Morgan Stanley and Alston present. Morgan Stanley provided an update regarding its outreach to potential counterparties and provided the Board with preliminary financial analyses of Fair’s $4.63 per share proposal. The Board also discussed Fair’s request to initiate discussions with certain of the larger Company Stockholders. Following discussion, the Board indicated its approval of management’s proposal to communicate to Fair’s management that it should increase their proposed purchase price to a range of approximately mid-$5.00 per share.

On February 10, 2025, Mr. Reigersman met with representatives of Party A to discuss the strategic fit of a combination between the Company and Party A and encouraged them to submit a formal proposal. No proposal was ultimately received from Party A.

 

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Also on February 10, the Company executed a side letter to Fair’s non-disclosure agreement to permit confidential, preliminary discussions between Fair and each of Stockholder A, Caledonia, and another Company Stockholder (“Stockholder B”) regarding terms on which those Company Stockholders may be interested in being a source of financing, through rollover of their existing equity stake in the Company or otherwise, in an acquisition of the Company led by Fair.

On February 28, 2025, Mr. Reigersman and Mr. Painter spoke by telephone and discussed Mr. Painter’s plans with respect to Company Stockholder outreach, as well as various provisions of the draft Merger Agreement, including the termination fee, financing, treatment of Company Equity Awards and tax treatment of the proposed Merger.

During the first half of 2025 a number of tariffs were imposed on automotive components as well as finished automobiles produced outside of the United States, which in turn increased the risk of significant disruptions in consumer demand for new and used automobiles. On February 18, 2025, the Company announced financial results for the year ended December 31, 2024 that were below the consensus of analysts’ expectations and highlighted the need to make significant financial investments in the business. Following these various developments, the price of the Company’s Common Stock declined from a 52-week high of $4.62 per share on December 4, 2024 to a 52-week low of $1.05 per share on May 6, 2025.

On March 3, 2025, at the request of a Company Stockholder (“Stockholder C”), Mr. Reigersman and Mr. Oliver Foley, the Company’s Chief Financial Officer, met with the portfolio manager of Stockholder C to discuss Stockholder C’s perspective on the Company’s results and share price valuation. During these discussions, Stockholder C encouraged the Company to engage in a strategic review process.

On March 10, 2025, Perkins provided an updated draft of the Merger Agreement to Alston, providing for the substitution of restricted stock units held by employees below the senior vice president level. The draft Merger Agreement further provided for a $20 million termination fee payable by the Company if it terminated the Merger Agreement in order to accept a financially superior proposal from a third party, among other customary triggers. The draft Merger Agreement also provided that the Company’s remedies in the event that Fair failed to complete the Merger when required to do so would not include the ability to seek specific performance of Fair’s obligation to complete the Merger, but would be limited to a $10 million reverse termination fee, with no indication of the source of funds with which such fee would be paid.

On March 12, 2025, the Transaction Committee met and Mr. Reigersman provided an update regarding the latest draft of the Merger Agreement received from Fair.

On March 13, 2025, representatives of Fair, including Mr. Painter, B. Riley, and Perkins met with the Company’s management, Morgan Stanley and Alston by video conference. Mr. Painter shared perspectives regarding the Company’s valuation as a result of deterioration in the Company’s business, the need to obtain support from Company Stockholders and reduce execution risk, and the maximum valuation that Fair’s potential equity financing sources would support. Mr. Painter discussed a range of valuations between $2.90 and $4.00, but did not indicate specifically a revised per share price as compared to Fair’s latest proposal of $4.63 per share. Mr. Painter further indicated that potential equity financing sources were prepared to place a portion of the financing into escrow to support a reverse termination fee. The group also discussed aspects of Fair’s valuation methodology. Later on that date, Mr. Reigersman and Mr. Painter spoke again, with Mr. Reigersman reemphasizing the need to minimize any downward revision in Fair’s proposed price per share in order to obtain support from the Board and the Company Stockholders.

On March 18, 2025, Mr. Reigersman, Mr. Jeff Swart, the Company’s General Counsel, and Mr. Foley met by video conference with Mr. Painter, with representatives of Alston, Morgan Stanley, Perkins and B. Riley present to discuss the terms of the draft Merger Agreement. After this call, Mr. Reigersman discussed with Mr. Painter the desire for the highest price possible, and that at this time, a per share price less than $4.00 would not be a basis for further engagement.

On March 20, 2025, Mr. Painter e-mailed Mr. Reigersman on behalf of Fair to formally offer to purchase all of the outstanding shares of Common Stock at a price of $4.02 per share, subject to the completion of due diligence and negotiation of a mutually agreeable definitive Merger Agreement. Mr. Painter’s email further noted that potential adjustments between signing and closing could bring the price down to as low as $3.90 per share and requested that the Company negotiate exclusively with Fair for

 

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a period of sixty (60) days. The Company’s Common Stock closed at a trading price of $1.76 per share on March 20, 2025. Also on that date, Perkins provided Alston with an initial draft of a form of equity commitment letter that potential sources of equity capital would execute with Fair in connection with a transaction.

Later on March 20, the Board met, with representatives of management, Morgan Stanley and Alston present. Representatives of Morgan Stanley updated the Board regarding, among other things, the latest proposal from Fair and the status of conversations with other potential counterparties. Representatives of Morgan Stanley then summarized the performance of the Company’s stock price, reviewed updated preliminary financial analyses reflecting changes to equity markets and industry trends, and discussed updates to the Company’s financial forecast, as provided to Morgan Stanley by Company management, accounting for actual performance achieved and changes in industry trends. Morgan Stanley outlined a range of possible responses to Fair, including a counteroffer, asking for further improvement in purchase price and emphasizing the importance of proceeding quickly in light of ongoing volatility in financial markets and the Company’s results. Representatives from Alston provided an update regarding the terms of the draft Merger Agreement and the form of equity commitment letter proposed by Fair. After discussion, the Board declined to commit to negotiate exclusively with Fair and instructed Mr. Reigersman to request that Fair update its per share price to a range of at least $4.25 to $4.30 per share, but also indicated that the Board would support transacting at $4.20 per share in the event Fair declined to increase the per share price provided that such per share price was not subject to adjustment. Representatives from Alston discussed with the Board revisions to the draft Merger Agreement to provide for a termination fee equal to 2.75% of the equity transaction value if the Company terminated the Merger Agreement in order to accept a financially superior proposal from a third party and a reverse termination fee, which would be placed into escrow upon signing of the Merger Agreement, of 6.5% of the equity transaction value, as well as the right for the Company to seek specific performance remedies if Fair failed to complete the Merger when required to do so. Members of management then communicated that they expected that members of the Board would be asked to sign Support Agreements. Later on March 20, Alston provided a revised draft of the Merger Agreement to Perkins in accordance with this discussion.

On March 22, 2025, Mr. Reigersman spoke by telephone with Mr. Painter and communicated that the Board was looking for at least $4.25 to $4.30 per share, but was prepared to support a transaction at $4.20 per share without any price adjustments and emphasizing the importance of moving quickly. Mr. Reigersman also informed Mr. Painter that the Board was not prepared to allow outreach to Company Stockholders regarding whether they would be prepared to enter into Support Agreements in favor of a transaction prior to the Board and Fair reaching alignment on a price that the Board would support.

On March 23, 2025, Alston and Perkins met to discuss the terms of the draft Merger Agreement and the form of equity commitment letter, including the Company’s desire for certainty of closing, and the importance of an escrow or similar mechanism to minimize credit risk for any reverse termination fee.

On March 24, 2025, Alston provided Perkins with a revised draft of the form of equity commitment letter that included, among other things, an escrow mechanism with respect to any reverse termination fee that Fair may become required to pay under the Merger Agreement. Later that day B. Riley provided a letter to Morgan Stanley asking for further information regarding the potential adjustments previously proposed by Fair on March 20, which Morgan Stanley sent to the Board.

On March 26, 2025, Morgan Stanley provided to the Board an updated disclosure with respect to its relationships with TrueCar, Parent, Fair and expected Fair consortium members. For additional information about Morgan Stanley’s relationships to TrueCar and Parent, see the section entitled “— Opinion of Morgan Stanley & Co. LLC.”

Over the course of March 24 through March 29, 2025, Mr. Reigersman and Mr. Painter spoke multiple times regarding their respective valuation perspectives and the status of Fair’s financing commitments.

On March 29, 2025, Mr. Reigersman and Mr. Painter spoke by telephone. Mr. Painter outlined a number of timing considerations and indicated that he perceived that Fair’s financing sources would be prepared to proceed with a transaction at a price of $4.02 per share. Mr. Reigersman reiterated the importance of moving forward quickly in light of macroeconomic conditions and the absence of Board support for

 

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any price per share below $4.20 or for a transaction that presented a non-standard level of closing certainty. Also on this date, Mr. Reigersman spoke with a representative of Caledonia, to discuss Caledonia engaging with Fair with a view toward maximizing the price that Fair would be willing to pay.

On April 4, 2025, Perkins provided an updated draft Merger Agreement to Alston, providing for termination fees of 4.5% of the Company’s enterprise value payable by the Company or by Fair, with each party’s fee placed into escrow upon signing of the Merger Agreement, and with the Company having the right to seek specific performance conditioned on the funding of Fair’s equity financing. The draft Merger Agreement further proposed that Parent’s obligation to complete the Merger would be conditioned on the Company and its subsidiaries having a minimum cash balance of at least $100 million.

On April 5, 2025, Mr. Reigersman met with a representative of Party B, who indicated that Party B would not be interested in proceeding toward a transaction with the Company on a standalone basis due to its lack of familiarity with U.S. automotive markets. However, Party B indicated that it may be interested in participating in a transaction involving the Company as a financing source for another buyer.

On April 7, 2025, the Transaction Committee met and Mr. Reigersman provided an update regarding Party B’s decision not to make an offer and the status of negotiations with Fair.

On April 8, 2025, the Board met, with representatives of management, Morgan Stanley and Alston present. Mr. Reigersman provided the Board with updates on the Company’s ongoing discussions with Fair, its discussions with other potential acquirers and the March 20 proposal from Fair. The Board discussed Fair’s request that the Company grant a waiver of the restrictions of Section 203 of the DGCL. A representative of Alston described the provisions of DGCL Section 203 and the impact of granting such a waiver. After discussion, the Board authorized a waiver to permit Fair to engage in preliminary negotiations with specified Company Stockholders with respect to a Support Agreement and/or a rollover of their equity in the Company, subject to the final approval of the Board with regard to the final terms of any such agreement. A representative from Morgan Stanley also provided an update with respect to the status of the strategic review process and its outreach to other potential counterparties.

Between April 8 and 9, 2025, representatives of Alston and Perkins held a number of telephone calls to discuss the terms of the draft Merger Agreement and the form of equity commitment letter, and Mr. Painter and Mr. Reigersman spoke by telephone to discuss timing and financing for the transaction.

On April 11, 2025, Alston provided a revised draft Merger Agreement to Perkins providing for a termination fee equal to 3.0% of equity transaction value if the Company terminated the Merger Agreement in order to accept a financially superior proposal from a third party and a reverse termination fee, which would be placed into escrow upon signing of the Merger Agreement, of 5.75% of the equity transaction value, if Fair failed to complete the Merger when required to do so and deleting the previously proposed minimum cash condition, among other changes.

On April 14, 2025, Perkins provided to Alston a draft of a form of Support Agreement pursuant to which certain Company Stockholders would agree to vote in favor of the Merger and the Merger Agreement, as well as a draft Rollover Agreement pursuant to which unnamed subject stockholders would receive an equity interest in Fair instead of receiving cash in the Merger. Each of these forms of agreements provided that the agreement would terminate automatically if the Merger Agreement were terminated.

On April 17, 2025, Alston provided revised drafts of the Support Agreement and the Rollover Agreement to Perkins.

On April 18, 2025, Mr. Reigersman, Mr. Swart and Mr. Foley met via video conference with Mr. Painter, with representatives of Alston, Morgan Stanley, Perkins and B. Riley present. Mr. Painter informed the group that Fair’s financing sources were not supportive of a transaction at a price of $4.02 per share, and Mr. Reigersman reiterated that he did not have authority from the Board to proceed at any price lower than $4.20 per share. Mr. Reigersman further stated if Fair was unable to further advance its financing, then the Company may be unwilling to proceed further in light of management’s need to focus on operating the Company’s business. Also on that date, Perkins sent a revised draft of the Merger Agreement that contemplated termination fees of 4.0% of the Company’s enterprise value payable by the Company or by

 

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Fair, but without any minimum cash condition or any requirement for the Company to place its termination fee into escrow upon signing of the Merger Agreement.

Also on April 18, the Transaction Committee met and Mr. Reigersman provided an update regarding the meeting with Fair and its representatives.

Over the course of April 19 through April 20, 2025, Mr. Reigersman and Mr. Painter spoke multiple times regarding their respective valuation perspectives and the status of Fair’s financing commitments.

On April 22, 2025, Mr. Painter e-mailed Mr. Reigersman on behalf of Fair to reconfirm that Fair’s financing sources were not supportive of proceeding with a transaction at a price of $4.02 per share in light of continued uncertainty regarding the impact of macroeconomic conditions, including tariffs, on the Company’s results and to offer formally to purchase all of the Company’s outstanding shares at a price of $3.14 per share. Mr. Painter’s email further stated that Fair’s due diligence was substantially complete and that he believed that financing commitments could be finalized over the next several days. The Company’s Common Stock closed at a trading price of $1.36 per share on April 22, 2025.

Also on April 22, 2025, Perkins provided revised drafts of the forms of Support Agreement and Rollover Agreement to Alston.

On April 23, 2025, the Board met, with representatives of management, Morgan Stanley and Alston present. The Board discussed the latest proposal from Fair and the ongoing impact of macroeconomic conditions, including tariffs, on the Company’s results. The Board instructed management to prepare an alternative version of the Company’s financial forecast reflecting the Company’s potential sensitivities to recent macroeconomic developments. A representative of Alston provided an update on the status of various transaction documents and substantive considerations related thereto, including with respect to Fair’s financing commitments, the Company’s ability to accept superior proposals prior to closing and the treatment of employee equity awards. A representative from Morgan Stanley provided an update with respect to the status of the strategic review process. The Board instructed management and the Company’s advisors to continue discussions with Fair, including a proposed price of $3.35 per share. Later on that date, Alston provided an updated draft of the Merger Agreement to Perkins providing for a termination fee equal to 3.75% of the Company’s enterprise value if the Company terminated the Merger Agreement in order to accept a financially superior proposal from a third party and a reverse termination fee of 6.0% of the Company’s enterprise value. Also on that date, Perkins provided an updated form of Support Agreement to Alston.

On April 24, 2025, Alston provided comments on the form of Support Agreement to Perkins, and Alston and Perkins discussed the terms reflected in the draft Merger Agreement that Alston provided to Perkins on the previous day.

Also on April 24, 2025, Mr. Reigersman provided Mr. Painter with a comprehensive proposal to resolve the remaining outstanding issues, including a proposed price of $3.35 per share, a termination fee equal to 3.75% of the Company’s enterprise value if the Company terminated the Merger Agreement in order to accept a financially superior proposal from a third party and a reverse termination fee of 6.0% of the Company’s enterprise value if Fair failed to complete the Merger when required to do so. The proposal further contemplated changes intended to enhance the certainty of a closing taking place. The Company’s Common Stock closed at a trading price of $1.54 per share on April 24, 2025.

On April 25, 2025, the Board met with representatives of management, Morgan Stanley, and Alston present. Mr. Reigersman summarized for the Board discussions with Fair that had taken place since the Board’s meeting on April 23. Representatives of Morgan Stanley summarized Fair’s prior proposals and recent macroeconomic developments and the impacts thereof on the Company’s stock price. Mr. Foley and representatives of Morgan Stanley discussed the updated sensitivity case with respect to the Company’s financial forecasts developed by management, including updates to the assumptions applied in the financial forecasts provided by management and approved by the Board for use by Morgan Stanley in its financial analyses of the Company. Representatives of Morgan Stanley reviewed updated preliminary financial analyses of the Company after giving effect to the updated sensitivity case and compared the results to previous analyses. A representative of Alston then provided an update on the status of various transaction documents and substantive considerations related thereto.

 

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Over the weekend of April 26-27, 2025, Mr. Painter and Mr. Reigersman spoke several times by telephone regarding the status of Fair’s financing for the transaction.

On April 28, 2025, Mr. Painter informed Mr. Reigersman that Fair was unable to secure committed financing sufficient to complete a transaction at $3.14 per share. Mr. Painter further indicated that Fair might be able to secure sufficient financing to buy blocks of shares from major Company Stockholders at $3.14 per share. In response, Mr. Reigersman encouraged Fair to continue to work to secure committed financing sufficient to complete a transaction for the entire company.

On May 5 and 6, 2025, Mr. Painter called Mr. Reigersman to provide an update regarding Fair’s ongoing efforts to secure financing. Mr. Reigersman encouraged Mr. Painter to keep working to secure financing and emphasized the desire of the Company to finalize terms quickly. Also on May 6, Mr. Reigersman and Mr. Foley met with representatives of a Company Stockholder (“Stockholder D”) to provide a routine update regarding the Company’s business. Representatives of Stockholder D expressed their viewpoint that, in light of recent declines in the trading price for the Common Stock, it would be advisable for the Company to commence a formal process to evaluate strategic alternatives.

On May 20, 2025, at the request of Stockholder C, Mr. Reigersman and Mr. Foley again met with a representative of Stockholder C to provide a routine update regarding the Company’s business. Representatives of Stockholder C again expressed their viewpoint that it would be advisable for the Company to commence a formal process to evaluate strategic alternatives.

On May 21, 2025, the Transaction Committee met and Mr. Reigersman provided an update with respect to the call with Stockholder C and the status of negotiations with Fair, including Mr. Painter’s message of continued pressure on price from Fair’s potential sources of financing.

From May 24 through May 31, 2025, representatives of the Company and Morgan Stanley, at the direction of the Board contacted several potential counterparties to explore such parties’ interest in a potential acquisition of the Company. The group included several parties previously contacted that were perceived as possibly having reevaluated their interest, as well as three (3) new parties, including “Party C.”

On May 28, 2025, Mr. Painter, on behalf of Fair, provided an email to Mr. Reigersman to offer formally to purchase all of the outstanding shares of Common Stock at a price of $2.50 per share, citing the Company’s recent performance and macroeconomic conditions as reasons for the decline in price. This proposal was made subject to the completion of due diligence and negotiation of a mutually agreeable definitive Merger Agreement and requested that the Company negotiate exclusively with Fair for a period of thirty (30) days, but did not set forth additional information regarding Fair’s financing sources. This offer further proposed a direct equity investment into the Company on unspecified terms if the price of $2.50 per share was not viewed favorably by the Board. The Company’s Common Stock closed at a trading price of $1.63 per share on May 28, 2025.

On May 29, 2025, the Transaction Committee met to discuss the latest proposal from Fair. The Transaction Committee determined that it was not in the Company’s best interest to pursue a direct equity investment from Fair, but the Company should still consider working toward an acquisition transaction at an acceptable price.

On May 31, 2025, the Board met, with representatives of management, Morgan Stanley and Alston present. Management and representatives of Morgan Stanley outlined the latest proposal from Fair and noted that, although the Company had been in contact with other potential bidders in recent days, substantive discussions had yet to materialize with such parties. Morgan Stanley further discussed Fair’s most recent proposal of $2.50 per share relative to its prior proposals, noting its premium to the Company’s share price as well as the valuation implied by such price using various valuation methodologies. Morgan Stanley also noted that Fair, through its representatives at B. Riley, had again proposed the possibility of a direct equity investment in the Company as a potential alternative transaction, as noted in the May 28 offer. Management and the Company’s advisors noted that a direct equity investment presented a number of disadvantages and did not merit further consideration. In light of Fair’s ongoing requests for exclusivity, the Board also discussed the advantages and disadvantages of including a “go-shop” provision in any definitive merger agreement that would allow the Company to actively solicit competing acquisition proposals for a period of time after entering into a definitive merger agreement. The Board discussed the historical track

 

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record of go-shop provisions in eliciting superior proposals and the possibility that, despite the extensive solicitation process undertaken to this point, a go-shop provision may provide a helpful opportunity for participants in the process to reevaluate their interest against a firm price. After discussion, the Board instructed management and the Company’s advisors to request that Fair improve its proposed purchase price to $2.80 per share contingent upon the inclusion of a go-shop provision in the definitive merger agreement. On May 30, 2025, the last trading day before this meeting of the Board, the closing price for the Common Stock was $1.45 per share.

On June 2, 2025, the Company entered into a non-disclosure and standstill agreement with Party C.

On June 4, 2025, Mr. Reigersman met in person with Mr. Painter and a representative of one of Fair’s proposed sources of debt financing to discuss the Company’s business and state of the industry.

On June 17, 2025, Fair submitted an updated offer to acquire the Company, co-signed by two (2) potential financing sources, at a price of $2.50 per share, including a preliminary summary of transaction financing sources and uses and requesting thirty (30) days of exclusivity, but expressing no further views on legal or financing terms. The Company’s Common Stock closed at a trading price of $1.61 per share on June 17, 2025.

On June 18, 2025, the Transaction Committee met and discussed the latest offer from Fair and directed Mr. Reigersman to continue to push for an increase in the per share price.

Over the course of June 18 and 19, 2025, Mr. Reigersman reiterated to Mr. Painter the Board’s guidance that Fair should improve the terms of its proposal.

On June 19, 2025, Fair submitted an updated offer to acquire the Company at a price of $2.56 per share, subject to confirmation of a lower number of fully diluted outstanding shares of the Company than contemplated in the June 17 proposal and contingent upon specified, significant Company Stockholders agreeing to rollover their ownership of the Company’s Common Stock into ownership of Fair and including a summary of open due diligence items. The Company’s Common Stock closed at a trading price of $1.64 per share on June 19, 2025.

Also on June 19, 2025, the Board met with representatives of management, Morgan Stanley and Alston present. Management and representatives of Morgan Stanley outlined the latest proposal from Fair and noted that although Fair’s diligence seemed to have progressed somewhat, certain diligence items remained open. Morgan Stanley also provided an update regarding discussions held among Morgan Stanley, management and certain other potential bidders not associated with Fair and the possible timing for ongoing product development and commercialization expected by management to have a favorable impact on the Company’s financial condition. Following discussion, the Board instructed management and its advisors to respond to Fair’s proposal by requesting that Fair complete its remaining diligence within a two (2)-week timeframe with a view toward improving its proposal, after which the Company would reconsider entering into exclusive negotiations. The Board also instructed management to emphasize that the Company would not expect to move forward with a transaction if Fair proposed a price lower than $2.56 after completing diligence. At the direction of the Board, Morgan Stanley subsequently communicated this message to B. Riley and requested a “best and final” proposal no later than July 7, 2025.

During late June 2025, Mr. Reigersman and Mr. Foley met with representatives from two (2) of Fair’s proposed sources of debt financing for the transaction to respond to various diligence requests and inquiries from such parties.

On June 30, 2025, at the request of Stockholder D, Ms. Carbone met with a representative of Stockholder D to discuss Stockholder D’s perspective on the Company’s results and share price valuation. Representatives of Stockholder D again expressed their viewpoint that, in light of trading prices and volumes for the Common Stock, it would be advisable for the Company to commence a formal process to evaluate strategic alternatives.

On July 4, 2025, Party C informed the Company that it was not interested in pursuing an acquisition of the Company at that time.

 

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On July 7, 2025, Fair submitted a revised, “best and final” offer to acquire the Company, co-signed by two (2) potential financing sources, at a price of $2.61 per share, noting that due diligence was complete and requesting that the Company negotiate exclusively with Fair for a period of fourteen (14) days. The Company’s Common Stock closed at a trading price of $1.76 per share on July 7, 2025.

On July 8, 2025, the Board met, with representatives of management, Morgan Stanley and Alston present. Management and representatives of Morgan Stanley outlined the latest proposal from Fair, including the evolution of Fair’s proposals and the Company’s stock price over time, including Fair’s statement that its most recent proposal represented its “best and final” proposal. Morgan Stanley reviewed changes in its preliminary financial analyses from the analyses previously presented to the Board, which reflected revised financial projections to account for the Company’s actual results through May 2025, as prepared by Company management and approved for Morgan Stanley’s use by the Board. The Board subsequently instructed management and Morgan Stanley to continue to negotiate with Fair with a view toward improving its proposal and finalizing documentation, including with respect to a proposed exclusivity agreement providing for fourteen (14) days of exclusivity in which to finalize documentation and terms for a transaction.

On July 10, 2025, with the Company’s permission, representatives of Fair met with representatives of Caledonia to discuss Caledonia’s willingness to support a transaction at a price of $2.61 per share. Following discussion, Caledonia informed Fair that at that time it was not inclined to support a transaction at a price of less than $2.80 per share.

On July 11, 2025, Fair submitted a revised, “best and final” offer to acquire the Company, co-signed by two (2) potential financing sources, at a price of $2.80 per share, noting that due diligence was complete and requesting that the Company negotiate exclusively with Fair for a period of fourteen (14) days. The Company’s Common Stock closed at a trading price of $1.95 per share on July 11, 2025.

Also on July 11, 2025, Mr. Reigersman confirmed with the members of the Board that they remained supportive of finalizing a transaction at a price of $2.80 per share as discussed on May 31, 2025.

On July 14 and 15, 2025, Perkins and Alston engaged in several discussions regarding the terms of an exclusivity agreement. On July 15, the Company and Fair entered into a letter agreement providing for fourteen (14) days of exclusivity.

On July 16, 2025, Alston provided Perkins a revised draft of the Merger Agreement allowing the Company to solicit alternative acquisition proposals for a period of forty-five (45) days after entering into the Merger Agreement, and providing for a termination fee reduced by 50% for a party making an acquisition proposal that constitutes, or could reasonably be expected to lead to, a superior proposal during that time and otherwise generally consistent with the draft previously provided by Alston on April 23.

On July 21 and 22, 2025, representatives of Fair met with representatives of Stockholder A to discuss, as a preliminary matter, whether Stockholder A would be willing to rollover its existing ownership in the Company and invest additional capital into ownership of Fair and to enter into a voting and support agreement in support of the Merger. No agreement or arrangement was reached regarding these matters.

On July 22, 2025, management delivered an updated version of its financial forecasts to Morgan Stanley, which reflected the Company’s actual performance through the first two (2) quarters of 2025. This updated model was also uploaded to the data room and shared with Fair.

On July 29, 2025, Mr. Reigersman, Mr. Painter and a representative of Stockholder A met in Chicago to discuss the terms on which Stockholder A would be willing to explore supporting a potential transaction between the Company and Fair alongside Stockholder B. Also on that date, Mr. Reigersman contacted a representative of Stockholder B to inform the representative that Mr. Painter would be contacting Stockholder B to discuss on a private basis terms on which Stockholder B might be interested in entering into a voting and support agreement or agreeing to rollover all or a portion of its existing equity ownership in the Company in support of a transaction.

On July 30, 2025, the Transaction Committee met and Mr. Reigersman provided an update regarding the status of negotiations and the meeting with Stockholder A and conversation with Stockholder B.

 

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On August 1, 2025, a representative of Stockholder B informed a representative of Alston that it would not be interested in discussing a voting and support agreement in support of a transaction involving the Company or otherwise participating in such a transaction prior to a public announcement by the Company.

On August 4, 2025, the Board met with representatives of management in attendance. During the meeting, Mr. Reigersman provided the Board with an update on the proposed transaction, including various considerations expressed by Fair and members its of financing consortium.

On August 5, 2025, representatives of Fair and Perkins met with Mr. Reigersman and representatives of Alston to discuss the terms of the draft Merger Agreement. Among other things, Fair proposed reciprocal termination fees of $10 million and an obligation for the Company to reimburse the out-of-pocket expenses of Fair if the Company Stockholders did not approve the transaction. Perkins further proposed that the Company have the ability to actively solicit alternative acquisition proposals for a period of thirty (30) days after entering into the Merger Agreement, but without any reduction in the termination fee payable by a party making an acquisition proposal during that period. The parties also discussed other provisions of the draft Merger Agreement and related documentation, including the treatment of unvested employee equity awards, alternative structures to an escrow arrangement that would provide the Company with assurance regarding the collectability of the reverse termination fee, if payable, as well as the availability of the Company’s cash balance to finance the payment of the merger consideration to the Company Stockholders at closing.

On August 11, 2025, representatives of Fair, Perkins and B. Riley met with Mr. Reigersman, Mr. Foley and Mr. Swart, as well as representatives of Morgan Stanley and Alston to discuss the status of Fair’s dialogue with Stockholder B. The parties provided updates on their various attempts to open a dialogue with Stockholder B regarding its interest in providing equity financing in connection with a potential acquisition of the Company by Fair. Representatives of Fair also provided a summary overview of potential structures to acquire control of the Company if sufficient financing was not available to pay merger consideration of $2.80 per share to all of the Company Stockholders. At the direction of the Board, representatives of Morgan Stanley noted that the Board would likely be skeptical of a transaction that failed to offer a control premium to all of the Company Stockholders, and that Fair should continue to focus its efforts on a transaction offering a control premium to all of the Company Stockholders.

Later on August 11, 2025, Mr. Reigersman spoke with a representative of Stockholder B regarding Stockholder B’s interest in providing equity financing in connection with a potential acquisition of the Company by Fair. Stockholder B indicated that it was not interested in providing such financing and would seek to participate in any potential acquisition of the Company by Fair on the same terms as other Company Stockholders.

Also on August 11, 2025, at the request of Stockholder C, Ms. Carbone met with a representative of Stockholder C to discuss the Company’s current stock price and operations. During this meeting, the representative again expressed Stockholder C’s viewpoint that it would be advisable for the Company to commence a formal process to evaluate strategic alternatives.

On August 19, 2025, the Transaction Committee met and Ms. Carbone provided an update on her conversation with Stockholder C and Mr. Reigersman provided an update on the latest negotiations with Fair, including the current status of Fair’s financing efforts.

Throughout the balance of late August and early September, Fair and its advisors, as well as the Company and its advisors, had multiple discussions regarding Fair’s ability to raise sufficient financing on acceptable terms to support a transaction for all of the Common Stock at a price of $2.80 per share. Also during that time, the Company was informed that Mr. Painter and other representatives of Fair participated in a number of discussions with affiliates of the Investor regarding the Investor’s interest in providing equity or debt financing in support of a potential transaction.

On August 28, 2025, the Transaction Committee met and Mr. Reigersman provided an update regarding the continued negotiations with Fair and the status of Fair’s financing efforts.

On September 5, 2025, Mr. Reigersman and Mr. Painter met for lunch and discussed the ability of Fair to finalize a transaction with the amount and sources of financing that were available to Fair and to clarify

 

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the calculations with respect to the amount required to complete the transaction. Subsequently on September 5, 2025, Alston and Perkins met to discuss structures that would allow for an automatic increase in the per share merger consideration if Fair was able to enter into additional rollover agreements between signing and closing. Later that day, Fair and an affiliate of the Investor submitted an updated offer letter at a purchase price of $2.37 per share, which was shared with the Board by e-mail and noted that such affiliate of the Investor would be leading Fair’s equity financing. The Company’s Common Stock closed at a trading price of $2.16 per share on September 5, 2025.

On September 7, 2025, the Company provided a letter to Fair indicating that, among other things, the Board would support continued negotiations only with respect to a potential transaction that included a path toward consideration of at least $2.80 per share. The letter further acknowledged the timing considerations associated with entering into a rollover agreement with Stockholder B prior to execution of a definitive merger agreement and proposed that up to $0.22 per share of merger consideration be subject to entry into rollover agreements with Company Stockholders after signing a definitive merger agreement, provided that certain other terms described in the letter were met.

On September 9, 2025, Perkins and B. Riley contacted Alston and Morgan Stanley to inform them that Fair was not willing to explore a transaction whereby the per share price would increase automatically on account of additional Company Stockholders entering into rollover agreements due to their perception of the low likelihood of Company Stockholders holding a material number of shares being willing to enter into such arrangements between signing and closing.

Also on that date, the Board met, with representatives from management, Morgan Stanley, and Alston present. The Board discussed the latest offer from Fair and the likelihood of Fair being able to raise additional financing to support an acquisition of the Company at a higher valuation, whether through a rollover of Stockholder B’s equity or otherwise, and the risk of additional adverse changes in transaction terms other than the per share amount of merger consideration. The Board and management then discussed the Company’s potential strategy with respect to further engagement with Fair.

On September 12, 2025, Alston and Perkins discussed possible approaches to increase the merger consideration if Fair were able to secure additional financing between the signing of the Merger Agreement and closing.

On September 15, 2025, Mr. Reigersman and Mr. Painter spoke by telephone regarding a number of open items in the draft Merger Agreement, including the amount of the various termination fees and the Company’s request to place an amount equal to the Parent Termination Fee in escrow at the time of signing. Mr. Painter requested setting the termination fees at $2 million (for the amount due to Parent if the Merger Agreement was terminated as a result of an acquisition proposal received during the “go shop” period), $4 million (for the amount due to Parent if the Merger Agreement was terminated in certain other circumstances), and $8 million (for the amount due to the Company in certain circumstances if Parent failed to close).

Later on September 15, Alston sent a revised draft of the Merger Agreement to Perkins. This draft provided that the Parent Termination Fee would be placed into escrow at the time of the signing of the Merger Agreement, specified that the Parent Termination Fee would be payable in the event the Merger Agreement was terminated due to certain uncured breaches (other than a failure to close) by Parent, included Company termination fees of $4 or $8 million and a Parent Termination Fee of $10 million and an agreement that the Company reimburse Parent for expenses (up to $3 million) if the Company failed to obtain the Company Stockholder Approval. This draft also contained a simplified dynamic for potential rollover stockholders, increased double-trigger protection for the Company’s employees’ unvested equity awards for a period of time post-closing, and reflected ongoing negotiations with respect to the go shop/no shop process, the Company’s obligations to cooperate with Parent’s debt financing efforts, and Parent’s obligations with respect to its current and any potential replacement financing.

On September 16, 2025, Mr. Reigersman and Mr. Painter spoke by telephone regarding available financing and price points for such financing. The parties discussed potential mechanics for adjustments to the purchase price depending on the involvement of various third parties in the transaction.

 

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Also on September 16, 2025, Mr. Reigersman, Mr. Painter and representatives from Alston and Perkins met to discuss the financing and various documentation for the transaction. During this meeting, Mr. Painter noted that the Investor had expressed that it expected to provide all of the equity financing for the deal at signing, and that it would look to syndicate financing between signing and closing in hopes of simplifying the process of finalizing terms. The participants also discussed the Company’s request that the Parent Termination Fee be placed in escrow at the time of signing and whether the Investor would fund the deposit. Mr. Painter provided an update regarding possible debt financing sources, but noted that these sources would not support a deal at price in excess of $2.58 per share based on Fair’s understanding of the fully diluted share count.

Also on September 16, Morgan Stanley provided an updated disclosure to the Board with respect to its relationships with TrueCar, Fair and affiliates of the Investor, none of which the Board deemed material to Morgan Stanley’s ability to assist the Company.

On September 17, 2025, Alston sent updated drafts of the form of Support Agreement and the Equity Commitment Letter to Perkins, the latter of which reflected the parties’ discussions regarding the Investor’s agreement to fund a deposit in the amount of the Parent Termination Fee into escrow at the time of signing. In addition, Mr. Painter and the Investor communicated to Stockholder A that they were no longer interested in pursuing an agreement with Stockholder A regarding a rollover of its investment in advance of signing the Merger Agreement.

On September 18, 2025, representatives from Morgan Stanley met with representatives from B. Riley to align on various sources and uses of capital for the transaction, including expectations with respect to the Company’s cash on hand at closing and fully diluted share count.

On September 19, 2025, the Board met, with representatives of management, Morgan Stanley and Alston present, and Mr. Reigersman provided an update regarding the status of the negotiations, including current expectations with respect to the financing of the transaction and possible impact of the availability of financing may have on the per share merger consideration. The Board then discussed the remaining actions to be taken prior to finalizing a transaction, the expected timing thereof and the Board’s role with respect thereto. Alston then provided an update regarding the status of various transaction documentation and substantive considerations relating thereto.

On September 19, 2025, Perkins sent Alston a list of nineteen (19) parties that Fair proposed to make ineligible to be solicited during the “go shop” period and with respect to which entry into an Alternative Acquisition Agreement would result in the payment of the higher termination fee set forth in the Merger Agreement. These nineteen (19) parties represented entities that had previously discussed with Fair their potential participation in Fair’s acquisition of the Company.

On September 21, 2025, Mr. Painter and the Investor communicated to Mr. Reigersman that the Investor was considering acting as the sole source of financing for the transaction, which would eliminate the need for third party debt financing, as Fair and the Investor had been unable to negotiate acceptable terms with respect to debt financing to date.

On September 22, 2025, Mr. Reigersman, Mr. Painter and the Investor met by telephone to discuss potential alternative financing arrangements and the potential to reconsider rollover stockholders and equity investment in light of Fair and the Investor’s decision to move away from debt financing. Mr. Painter and the Investor again communicated a conceptual potential structure involving the Investor as the sole source of committed financing, but that would not involve a fixed amount of merger consideration. Following debate, including the related price terms, the parties could not reach agreement.

Early on September 23, 2025, Mr. Painter and the Investor called Mr. Reigersman and communicated that Fair would be submitting a revised proposal to acquire the Company at a price of $2.58 per share, with the potential for further upside on price if Fair could identify additional sources of financing or transaction expenses could be reduced. The Company’s Common Stock closed at a trading price of $2.24 on September 23, 2025.

On September 24, 2025, Perkins delivered an updated draft of the Equity Commitment Letter to Alston, which proposed placing $6 million into escrow at signing and that the Investor would contractually

 

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guarantee the remainder of the $15 million Parent Termination Fee. The transmission also included an updated offer letter from Fair to TrueCar proposing merger consideration of $2.58 per share and setting forth that financing would be provided solely by the Investor. The offer letter noted that the Investor had agreed to provide $135 million of equity financing and that the remainder of the cash required to close would come from existing cash on the Company’s balance sheet and/or additional investments to be secured between signing and closing. The offer letter noted that the Investor’s willingness to provide such financing was conditioned upon there being a specified cap on the amount of the Company’s transaction expenses.

On September 25, 2025, the Board met, with representatives from management, Morgan Stanley and Alston present, to discuss the status of management’s discussions with Fair and the Investor and the terms of the updated offer letter and draft Equity Commitment Letter. The Board members and management discussed with representatives of Alston and Morgan Stanley the risks posed by Fair’s proposal and the structures that could be employed to mitigate such risks. Following that discussion, the Board instructed management to engage in further discussions with Fair and the Investor and to emphasize in such discussions that it was important to the Company for any agreement reached to contain customary terms designed to increase the likelihood of closing.

Between September 25 and September 29, 2025, Mr. Reigersman continued to engage with Mr. Painter and the Investor regarding sources and uses of capital. Mr. Reigersman conveyed the Board’s discomfort related to the financing commitments and limited recourse and suggested an increased Parent Termination Fee to incentivize Fair to cause Parent to take all actions necessary to close the transaction. However, the Investor indicated that since the Investor would effectively be responsible for any Parent Termination Fee, $15 million was the highest amount it was willing to provide. Mr. Reigersman responded that the Board would be more inclined to support a Parent Termination Fee in this amount if the full amount was pre-funded to the Company at signing. The parties also discussed various other possibilities to provide comfort of closing, including the terms of the Parent Termination Fee and the specific performance remedy, including under what circumstances the Company would be entitled to pursue specific performance.

On September 29, 2025, the Board met, with representatives from management, Morgan Stanley and Alston present. Morgan Stanley summarized Fair’s most recent proposal and past proposals it had made since its initial outreach, and discussed the financial considerations related to the $2.58 per share offer price and the impact on its financial analysis. Alston discussed the consequences of making the Company’s ability to seek specific performance of Fair’s obligation to close conditional upon Parent obtaining additional financing and noted the absence of a draft Merger Agreement reflecting these terms.

Later on September 29, 2025, Perkins delivered an updated offer letter and an updated draft of the Equity Commitment Letter to Alston. The updated offer letter retained the $2.58 per share offer price, which would be funded by $164 million of committed equity financing to be provided by the Investor and the Company’s available cash on its balance sheet (which Fair and the Investor indicated they expected to be no less than $104 million at closing). However, the Company’s right to specifically enforce the Equity Commitment Letter would be conditioned on Parent obtaining signed commitments for an additional $60 million of financing. The offer also provided for a $15 million Parent Termination Fee to be placed in an escrow account at an external bank. In addition, the offer letter noted that the offer was predicated on the Company’s transaction expenses being less than a specified amount. The Company’s Common Stock closed at a trading price of $1.94 on September 29, 2025.

On September 30, 2025, Perkins delivered an updated draft of the Merger Agreement to Alson, which included, as additional conditions to closing, (i) a cap on the maximum amount of Company transaction expenses due at closing; and (ii) a requirement that the Company have a minimum of $104 million of cash on hand at closing. The draft also reflected the Company’s limited right to specifically enforce the Equity Commitment Letter as noted above, included a provision requiring all of the Company’s cash on hand to be available to be used toward closing, eliminated double-trigger protection for unvested employee equity awards, and reflected ongoing negotiations with respect to various go shop/no shop provisions and circumstances that would lead to the payment of the Termination Fee or Parent Termination Fee.

On October 1, 2025, Alston distributed an issues list to Perkins summarizing open topics in the Merger Agreement, including certainty regarding the amount of the Company’s cash available to pay the merger consideration, including the insertion of minimum cash and maximum limit on transaction expenses as

 

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conditions to closing, the availability of the specific performance remedy, go shop and no shop provisions, circumstances in which termination fees must be paid, whether the Parent Termination Fee was to be deposited or held in escrow, antitrust analysis, expense reimbursement requirements and unvested equity award protections.

On October 2, 2025, Mr. Reigersman, Mr. Painter and the Investor met with representatives from Alston, Greenberg Traurig LLP, counsel to the Investor (“Greenberg”), and Perkins to discuss the issues list provided by Alston.

On October 3, 2025, Greenberg called Alston to discuss the terms of the proposed equity financing and conveyed the Investor’s willingness to proceed with a transaction that did not include any minimum cash or transaction expense conditions to closing, if the merger consideration were to be reduced to $2.50 per share. The Company’s Common Stock closed at a trading price of $1.77 per share on October 3, 2025.

Also on October 3, 2025, the Board met, with representatives from management, Alston, and Morgan Stanley present. Mr. Reigersman summarized the status of the Company’s negotiations with Fair and the Investor, and a discussion ensued. Although the Board was supportive of further engagement toward finalizing a transaction, the Board discussed the risk of further deterioration of transaction terms and instructed management and advisors to keep working to finalize the terms of the transaction.

Following the Board meeting, Mr. Reigersman engaged in discussions with Mr. Painter and the Investor regarding the amount of cash on the Company’s balance sheet expected to be available at closing.

On October 4, 2025, Mr. Reigersman and the Investor continued to engage in discussions regarding available cash, purchase price and termination fees, as well as the importance of a robust “go shop” process. Mr. Painter and the Investor expressed a willingness to continue working on documentation on the basis of a $2.55 per share purchase price, and elimination of the cash closing condition and the condition related to the maximum amount of transaction expenses. Mr. Reigersman updated the Board accordingly via email.

Later on October 4, 2025, representatives from Alston, Greenberg and Perkins met via videoconference to review the draft Merger Agreement.

On October 6, 2025, Alston delivered a revised draft of the Merger Agreement to Greenberg and Perkins which reflected the removal of the minimum cash and maximum transaction expense conditions, included the mechanics for depositing the Parent Termination Fee in a separate account held by the Company, reflected updates to the go shop/no shop process, expanded the circumstances in which the Parent Termination Fee would be payable, and refined the additional financing condition and its impact on the Company’s ability to seek specific performance.

On October 7, 2025, Alston delivered a revised draft of the Equity Commitment Letter to Greenberg and Perkins.

On October 8, 2025, Perkins delivered a list of twenty-two (22) parties that Fair proposed to exclude from the go shop process.

Also on October 8, 2025, Greenberg delivered to Alston: (i) an updated draft of the Merger Agreement, which included various comments on the terms related to the deposit of an amount equal to the Parent Termination Fee with the Company and other minor changes; and (ii) an updated draft of the Equity Commitment Letter.

On October 9, 2025, representatives from Alston and Greenberg met to discuss whether notification under the HSR Act would be required given the current status of the expected financing for the transaction.

On October 9, 2025, Alston delivered to Greenberg and Perkins: (i) a revised list of eighteen (18) parties that would be excluded from the “go shop” process; and (ii) an updated draft of the Merger Agreement, which contained clarifications of the treatment of the Deposit Amount, among other changes.

Over the balance of October 10 through October 14, 2025, Perkins, Greenberg and Alston worked to finalize the terms of the Merger Agreement, the Equity Commitment Letter and the form of Support Agreement.

 

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On October 12, 2025, Alston delivered to Greenberg and Perkins: (i) a revised draft of the Merger Agreement with minor clean-up changes to align with the Equity Commitment Letter and completing certain blanks in the draft; (ii) an updated draft of the Equity Commitment Letter with minor clean-up changes; and (iii) an updated draft of the TrueCar Disclosure Schedule, including a list of eighteen (18) parties to be excluded from the go shop process and various other updates. Greenberg responded on October 12, 2025, with minor edits to the drafts of the Merger Agreement and Equity Commitment Letter.

Also on October 12, 2025, the Board met, with representatives of management, Morgan Stanley and Alston present, to discuss the latest developments in the deal terms. At this meeting, Alston provided an overview of the Board’s fiduciary duties and provided a summary of the terms of the transaction documents. Alston then provided an update regarding the finalization of documentation. Morgan Stanley provided an update regarding its financial analyses. Management presented an updated version of the Company’s current financial forecast, updated for actual results through the first three (3) quarters of 2025, along with expectations for future financial performance as a standalone company. The Board approved this plan and the use of these expectations to form the basis of Morgan Stanley’s upcoming fairness opinion.

On October 14, 2025, the Board met, with representatives from management, Morgan Stanley and Alston present. Representatives of Morgan Stanley presented Morgan Stanley’s financial analyses regarding TrueCar and the potential transaction with Parent and rendered its opinion to the Board to the effect that, as of October 14, 2025, and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, the Merger Consideration to be received by the holders of shares of Common Stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders of shares of Common Stock. The opinion of Morgan Stanley delivered in connection with the Merger is described in more detail in the section entitled “— Opinion of Morgan Stanley & Co. LLC.”

Also at the October 14, 2025 meeting of the Board, Alston reviewed the items to be approved by the Board, including, but not limited to, the approval of the Merger and the Merger Agreement and the recommendation that the Company Stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, the approval of the preparation and filing of this proxy statement and inclusion of the Company Board Recommendation herein, exempting the transactions from any applicable takeover laws, and establishing a Special Meeting Committee with authority to make certain determinations with respect to the Special Meeting. Following the Board meeting, the parties executed the transaction documents and the Investor wired the Deposit Amount to the Company.

On October 15, 2025, before the trading markets opened, the parties issued a press release announcing the transaction and filed a Form 8-K providing a summary of the terms of the transaction.

Beginning on October 15, Morgan Stanley, at the direction of the Board, contacted fifty-four (54) potential strategic counterparties in the automotive, consumer financial technology and digital marketplace sectors as well as selected financial sponsors, which were perceived as likely to have the greatest interest, to explore such parties’ interest in a potential acquisition of the Company. These potential counterparties included thirty-four (34) parties who were previously contacted by Morgan Stanley regarding their interest in an acquisition of the Company. The Company subsequently entered into non-disclosure agreements with two (2) of such potential counterparties.

Recommendation of Board of Directors and Reasons for the Merger

In evaluating the Merger and the other transactions contemplated by the Merger Agreement, the Board consulted with members of TrueCar’s senior management, Morgan Stanley and Alston. After careful and thorough consideration, the Board determined that entering into the Merger Agreement was advisable, fair to and in the best interests of TrueCar and the TrueCar Stockholders. In arriving at this determination and in recommending that TrueCar Stockholders vote their shares of Common Stock in favor of the approval and adoption of the Merger Agreement, the Board considered many factors, including the following non-exhaustive list of factors (not necessarily in order of relative importance), which the Board viewed as weighing in favor of its recommendation that the TrueCar Stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal:

 

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•

The fact that the proposed consideration is all cash, which provides certainty of value and liquidity to TrueCar Stockholders, while eliminating the effect of long-term business and execution risk, compared to continuing to operate TrueCar as a standalone company.

​

•

The proposed consideration is at a premium above TrueCar’s stock price:

​

•

approximately 78% above the closing price per share of TrueCar’s Common Stock on October 13, 2025 (the last trading day prior to the public announcement of the Merger);

​

•

approximately 26% above the 30-day volume weighted average price per share of Common Stock on October 13, 2025 (the last trading day prior to the public announcement of the Merger); and

​

•

approximately 33% above the 90-day volume weighted average price per share of Common Stock on October 13, 2025 (the last trading day prior to the public announcement of the Merger).

​

•

The belief of the Board of Directors, after a review of TrueCar’s current and historical financial condition, results of operations, prospects, business strategy, competitive position and macroeconomic factors, including the potential impact (which cannot be quantified) of those factors on the trading price of Common Stock, that the proposed consideration is more favorable to TrueCar Stockholders, on a risk adjusted basis, than the likely value that might have resulted from other alternatives available to TrueCar, including remaining a standalone public company, and that the Merger represents the best available alternative for maximizing value for TrueCar Stockholders, considering:

​

•

the challenges and risks that TrueCar has faced, and would likely continue to face, if it remained a public company, including, among others, the highly competitive nature of the industry in which TrueCar operates and the ability of TrueCar to execute on its long-term strategies;

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•

the risks, challenges and cost of initiatives to achieve organic growth, including through new product development, or growth through acquisitions, and of sustaining consistent profitability and positive free cash flow with TrueCar’s current business model;

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•

the impact of macroeconomic factors on the automotive retail landscape, including the impact of tariff policies and fluctuations in the supply of new and used cars;

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•

ongoing changes in the automotive retail landscape, which increase the risk to TrueCar of successfully executing its business plan;

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•

the limited trading volume and public float of the Common Stock and the overhang effect upon the trading price of the Common Stock that results from the concentration of ownership of the Common Stock, including (i) the Caledonia stockholders’ approximately 21.1% ownership stake in TrueCar and (ii) the aggregate 31.7% ownership stake held by certain other stockholders, each individually holding more than a 5% ownership stake in TrueCar;

​

•

the volatility in trading price of Common Stock, which has at times been uncorrelated with TrueCar’s financial performance;

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•

the significant impact of generative artificial intelligence on the future of ecommerce and lead-generating efforts, as artificial intelligence technologies become increasingly important for consumers buying and selling goods online;

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•

the costs and burdens associated with being a public company and general market risks; and

​

•

the other risks and uncertainties discussed under the heading “Risk Factors” in TrueCar’s most recently filed Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q.

​

•

The process undertaken by the Board, with the assistance of TrueCar’s senior management, Morgan Stanley and Alston, to evaluate potential strategic alternatives over more than twelve (12) months, which included outreach to thirty-nine (39) parties potentially interested in a transaction with TrueCar and provided an opportunity for these parties to negotiate a transaction with TrueCar if such parties desired to do so, and entry into confidentiality agreements with sixteen (16) of such parties.

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•

The Board’s belief that TrueCar, with the assistance of Alston and Morgan Stanley, had negotiated the most favorable terms that Fair was willing to offer, including the highest price per share that Fair

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was willing to pay for TrueCar and that represented the highest price reasonably available to TrueCar, and Fair’s best and final price, under the circumstances.

•

the financial analysis of the Merger Consideration reviewed by representatives of Morgan Stanley with the Board as well as the oral opinion of Morgan Stanley rendered to the Board on October 14, 2025, which was subsequently confirmed by delivery of a written opinion dated October 14, 2025, that, as of such date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, the Merger Consideration to be received by the holders of Common Stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders, as more fully described in the section entitled “— Opinion of Morgan Stanley & Co. LLC.”

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•

TrueCar’s ability to pursue an alternative transaction because the Merger Agreement permits TrueCar to actively solicit third party alternative transactions for thirty (30) days following the execution of the Merger Agreement and to consider unsolicited third-party acquisition proposals prior to the Company Stockholder Approval.

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TrueCar’s “fiduciary out” rights under the Merger Agreement to terminate the Merger Agreement and enter into a Superior Proposal. In this regard, the Board considered that while the Merger Agreement contains a termination fee of $4.0 million (for a third-party that submits an Acquisition Proposal during the Go Shop Period that is accepted during such period or within ten (10) Business Days of its expiration) or $8.0 million otherwise, that TrueCar would be required to pay to Fair in certain circumstances, the Board believes that such termination fee is reasonable in light of such circumstances and the overall terms of the Merger Agreement and the process undertaken by the Board to evaluate potential strategic alternatives, consistent with fees in comparable transactions, and not a significant deterrent to potential alternative acquisition offers.

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The $15.0 million fee payable by Parent if Parent fails to complete the merger or otherwise breaches the Merger Agreement in certain circumstances will be pre-funded to TrueCar upon execution of the Merger Agreement, minimizing the risk of collection if TrueCar is entitled to receive this fee.

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The fact that the Merger is subject to the approval of TrueCar Stockholders and that the TrueCar Stockholders who do not vote to adopt the Merger Agreement and who follow certain prescribed procedures are entitled to dissent from the merger and demand payment of the “fair value” of their Common Stock, as and to the extent provided by Delaware law.

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The support of the Merger by Caledonia, as evidenced by its execution of the Caledonia Support Agreement.

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The fact that the Caledonia Support Agreement terminates in certain circumstances, including in the event TrueCar terminates the Merger Agreement to accept a Superior Proposal.

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The fact that multiple significant TrueCar Stockholders independently expressed support for a process for TrueCar to evaluate or undertake strategic alternatives to members of the Board prior to becoming aware of the process being conducted with the assistance of Morgan Stanley.

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The absence of required regulatory approvals to complete the Merger Agreement based on the current group of parties providing financing to Fair.

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The terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants, which the Board considered in consultation with Alston and viewed as reasonable.

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The long-stop date of February 28, 2026, allowing for a reasonably sufficient amount of time to complete the merger.

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The Board also considered a number of uncertainties, risks and potentially negative factors in making its determination with respect to the Merger, including the following non-exhaustive list (not necessarily in order of relative importance):

•

The fact that TrueCar Stockholders will not participate in any future earnings or potential growth of TrueCar and will not benefit from any potential appreciation in the value of TrueCar, including

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any appreciation in value that could be realized as a result of improvements to TrueCar’s operations or strategic shifts in its business plan.

•

The possible diversion of management focus and resources from operational matters and other strategic opportunities while working to consummate the Merger.

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The potential negative effect of the pendency of the transaction on TrueCar’s businesses, including its relationships with employees, customers, and suppliers, such as the possible loss of key management or other personnel of TrueCar during the pendency of the Merger.

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The risk that the Merger may not be completed, even if the Company Stockholder Approval is obtained from TrueCar Stockholders, due to a level of closing certainty in the Merger Agreement that is less than customary, including the following factors:

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If Parent fails to complete the Merger or otherwise breaches the Merger Agreement in certain circumstances, TrueCar’s remedies are effectively limited to a $15.0 million reverse termination fee, which may be inadequate to compensate TrueCar for the damage caused;

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TrueCar is entitled to seek specific performance of Parent’s obligation to complete the Merger and the Investor’s obligation to provide the Equity Financing only if Fair has obtained commitments for an additional $60 million of debt or equity financing;

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The uncommitted nature of additional financing that is required to be secured between signing and closing effectively provides Parent with the option to choose to pay the Parent Termination Fee in lieu of Closing if it no longer desires to complete the Merger or does not secure additional financing;

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The possibility that even if Parent desires to complete the Merger, additional financing may not be available on acceptable terms;

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The fact that Parent and the Investor are newly formed entities with no assets other than the Merger Agreement and the Equity Commitment Letter, and as a result TrueCar’s monetary remedy in the event of a breach of the Merger Agreement by Parent is limited to receipt of the Parent Termination Fee;

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The lack of visibility into the Investor’s sources of funds to satisfy its commitment to provide Equity Financing to Parent despite requests for financial information regarding the Investor;

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The fact that although affiliates of the Investor are well-known participants in the automotive retail industry with potentially significant assets, these affiliates are not parties to the Equity Commitment Letter or other transaction documents and TrueCar will not have recourse to their assets; and

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The possibility that these limited obligations provide Parent and the Investor leverage to renegotiate the Merger Agreement after TrueCar has exposed itself to the disruption of public announcement.

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The likelihood that even though the Merger Agreement allows TrueCar to seek alternative Acquisition Proposals for a thirty (30) day go-shop period, as well as respond to unsolicited Acquisition Proposals thereafter, that the number of parties previously contacted and who declined to proceed with a transaction reduces the likelihood of a Superior Proposal coming forth.

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The fact that certain No-Shop Parties have previously worked with Fair to explore participating in a transaction but are excluded from TrueCar’s thirty (30)-day go-shop period, meaning that these parties would be required to approach TrueCar without solicitation and TrueCar would be required to pay the larger Termination Fee to enter into an agreement with such a party.

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•

The requirement under certain circumstances that TrueCar pay Parent a Termination Fee following termination of the Merger Agreement, including if the Merger Agreement is terminated by TrueCar to enter into an Alternative Acquisition Agreement providing for a Superior Proposal.

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•

Even though the Merger Consideration of $2.55 per share represents a premium to the closing price per share of TrueCar’s Common Stock on October 13, 2025 (the last trading day prior to the

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public announcement of the Merger), it is below the 52-week high closing price for Common Stock of $4.62 as of October 13, 2025.

•

The difficult and protracted negotiations with Fair and the perceived likelihood that similar difficulties could arise during the period after the execution of the Merger Agreement and before the consummation of the Merger.

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The possibility that additional financing obtained by Fair to complete the Merger may require notification and termination of the waiting period the HSR Act or other regulatory approvals be obtained to complete the Merger, which presents a risk that the consummation of the Merger may be delayed or that such approval may not be obtained at all.

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The fact that an all-cash transaction would be taxable to TrueCar Stockholders that are U.S. persons for U.S. federal income tax purposes.

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The risk that the Merger might not be completed and the effect of the resulting public announcement of termination of the Merger Agreement on the trading price of the Common Stock.

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The fact that TrueCar’s directors and officers may have interests in the Merger that may be different from, or in addition to, those of TrueCar Stockholders generally.

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The significant costs involved in connection with entering into the Merger Agreement and completing the Merger, some of which are payable regardless of whether the Merger is completed.

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The foregoing discussion of reasons for the recommendation by the Board that TrueCar Stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal is not meant to be exhaustive but addresses the material information and factors considered by the Board in consideration of its recommendation. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board based its unanimous recommendation on the totality of the information presented.

THE BOARD OF DIRECTORS ACCORDINGLY UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL.

Certain Unaudited Forecasted Financial Information

Other than certain limited financial guidance provided to investors, TrueCar does not typically provide public forecasts, projections, estimates or predictions of future earnings, income or other financial results due to the inherent unpredictability of such financial results and variability in the underlying assumptions necessary to forecast, project, estimate and predict future financial results, especially over longer periods of time. In connection with the Merger, however, at the direction of the Board, TrueCar’s management prepared different sets of projections of the Company’s financial results for 2025, 2026, 2027, 2028 and 2029 that TrueCar’s management then reviewed with the Board. We refer to each of the management prepared sets of projections discussed below collectively as the “Management Projections.”

TrueCar management also approved for use certain publicly available analyst consensus “street estimates” for TrueCar, as extrapolated for certain fiscal years at the direction of TrueCar management, which are referred to as the “TrueCar Street Consensus Projections,” and, together with the Management Projections, the “Projections.”

On several occasions prior to the Board’s approval of the Merger Agreement, TrueCar’s management presented such Projections and Morgan Stanley was instructed to use such Projections on a go-forward basis in connection with its ongoing financial analyses, and eventually was instructed to use the October Management Projections (defined below) in connection with its opinion and related financial analysis, as summarized below under the section entitled “— Opinion of Morgan Stanley & Co. LLC.”

 

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TrueCar is including the below summary of such Projections in order to provide stockholders with access to information that was made available to the Board in connection with its evaluation of the Merger Agreement and the Merger, and was made available to Parent and other potential buyers in connection with their evaluation of a potential acquisition transaction.

Management Projections

July 2025 Management Projections

TrueCar’s management prepared draft projections as of July 22, 2025 (the “July Management Projections”), and provided such draft projections to Morgan Stanley for use in its ongoing financial analysis with respect to the proposed transaction, assuming that TrueCar continued to operate on a standalone basis.

The following table presents a summary of the draft of the July Management Projections, which were prepared assuming TrueCar’s business continued to operate on a standalone basis (dollars in millions).

(1)

Includes projected revenues related to the Company’s TrueCar+ initiative of: (i) $10 million in 2027; (ii) $61 million in 2028; and (iii) $105 million in 2029.

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(2)

Adjusted EBITDA is calculated as net income (loss) adjusted to exclude interest income, depreciation and amortization, stock-based compensation, changes in the fair value of contingent consideration liability, lease exit gain or loss, impairment of right-of-use assets, transaction costs associated with potential merger and acquisition activity, interest accretion for terminated leases, restructuring charges, goodwill impairment, severance, other income, and income taxes. Includes projected Adjusted EBITDA related to the Company’s TrueCar+ initiative of: (i) $1 million in 2027; (ii) $23 million in 2028; and (iii) $40 million in 2029.

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(3)

Unlevered free cash flow is defined as Adjusted EBITDA burdened by stock-based compensation plus changes in net working capital, less Capital Expenditures.

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October 2025 Management Projections

At the direction of the Board, TrueCar’s management prepared and delivered updated draft projections to the Board for their review at a meeting of the Board on October 12, 2025, to account for the Company’s actual performance through the first three quarters of 2025, along with expectations for future financial performance as a standalone company (the “October Projections” or “Management Case Projections”).

The following table presents a summary of the draft of the October Management Projections, which were prepared assuming TrueCar’s business continued to operate on a standalone basis (dollars in millions).

(1)

Includes projected revenues related to the Company’s TrueCar+ initiative of: (i) $9 million in 2027; (ii) $57 million in 2028; and (iii) $99 million in 2029.

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(2)

Adjusted EBITDA is calculated as net income (loss) adjusted to exclude interest income, depreciation

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and amortization, stock-based compensation, changes in the fair value of contingent consideration liability, lease exit gain or loss, impairment of right-of-use assets, transaction costs associated with potential merger and acquisition activity, interest accretion for terminated leases, restructuring charges, goodwill impairment, severance, other income, and income taxes. Includes projected Adjusted EBITDA related to the Company’s TrueCar+ initiative of: (i) < $ 1 million in 2027; (ii) $22 million in 2028; and (iii) $38 million in 2029.

(3)

Unlevered free cash flow is defined as Adjusted EBITDA burdened by stock-based compensation plus changes in net working capital, less Capital Expenditures.

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TrueCar Street Consensus Projections

The TrueCar Street Projections were prepared utilizing the latest median street consensus based on all available Wall Street equity research analyst projections for 2025E and 2026E, which were extrapolated after 2026E due to limited broker estimates. The following table presents a summary of the TrueCar Street Consensus Projections.(1)

(1)

The TrueCar Street Consensus Projections set forth in this table were prepared as of October 13, 2025 and do not take into account any circumstances or events occurring after the date it was prepared. Given that the Special Meeting will be held several months after the TrueCar Street Consensus Projections were prepared, as well as the uncertainties inherent in any forecasted information, TrueCar stockholders are cautioned not to place undue reliance on such information.

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(2)

Adjusted EBITDA is calculated as net income (loss) adjusted to exclude interest income, depreciation and amortization, stock-based compensation, changes in the fair value of contingent consideration liability, lease exit gain or loss, impairment of right-of-use assets, transaction costs associated with potential merger and acquisition activity, interest accretion for terminated leases, restructuring charges, goodwill impairment, severance, other income, and income taxes.

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Important Information Regarding the Projections

The Projections were developed by TrueCar management on a standalone basis and, therefore, the Projections do not give effect to any changes to TrueCar’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger or any of Parent’s future plans for the Company. Furthermore, the Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context. Although the Projections are presented with numerical specificity, they were based on numerous variables and assumptions made by TrueCar’s management with respect to industry performance, customer purchase expectations, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to TrueCar’s business, all of which are difficult or impossible to predict accurately and many of which are beyond TrueCar’s control. The Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such the Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Projections, including, but not limited to, general business and economic conditions, conditions in the industries and businesses in which TrueCar operates, TrueCar’s business and financial performance, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, the ability to successfully pursue and complete acquisitions or divestitures, and the various other risks set forth in TrueCar’s periodic reports filed with the SEC, including TrueCar’s Annual Report on Form 10-Q for the fiscal quarter ended September 30, 2025, and the risks described under the section above entitled “Cautionary Statement Concerning Forward-Looking Information.” There can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than the Projections. The Projections cover numerous years, and such information by its nature becomes less

 

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reliable with each successive year. In addition, the Projections will be affected by TrueCar’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Projections reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Projections herein should not be regarded as an indication that TrueCar or Morgan Stanley, their respective directors, officers, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. Further, the inclusion of the Projections herein should not be deemed an admission or representation by TrueCar or any other person that they view such Projections as material information. TrueCar has made no representation to Parent or otherwise concerning the Projections. The inclusion of the Projections in this proxy statement should not be regarded as an indication that the Projections will be necessarily predictive of actual future events. No representation is made by TrueCar or any other person regarding the Projections or TrueCar’s ultimate performance compared to such information. Neither TrueCar nor any of its affiliates assumes any responsibility to its stockholders for the accuracy of this information. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about TrueCar contained in TrueCar’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Projections, investors are cautioned not to place undue, if any, reliance on the Projections.

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, TrueCar’s management. PricewaterhouseCoopers LLP (“PwC”), TrueCar’s independent auditor, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Projections and, accordingly, PwC does not express an opinion or any other form of assurance with respect thereto. The PwC report incorporated by reference in this proxy statement relates to TrueCar’s previously issued financial statements. It does not extend to the Projections and should not be read to do so. PwC assumes no responsibility for the information contained in the Projections.

Adjusted EBITDA and Unlevered Free Cash Flow contained in the Projections summarized above are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Projections were relied upon by the Board in connection with its evaluation of the Merger and, at the direction of the Board, by Morgan Stanley for purposes of its financial analyses and opinion delivered to the Board. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed transaction such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Board in connection with its evaluation of the Merger or by Morgan Stanley for purposes of its opinion delivered to the Board. Accordingly, TrueCar has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by TrueCar may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The summary of the Projections above is included herein solely to give TrueCar’s stockholders access to the information that was made available to the Board and Morgan Stanley, in connection with the Merger and is not included in this proxy statement in order to influence any TrueCar stockholders to make any investment decision with respect to the Merger. In addition, the Projections have not been updated or revised to reflect information or results after the date they were prepared, including the transactions contemplated by the Merger Agreement or the announcement thereof, or as of the date of this proxy statement, and except

 

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as required by applicable securities laws, TrueCar does not intend to update or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the Projections, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Projections.

Opinion of Morgan Stanley & Co. LLC

TrueCar retained Morgan Stanley to provide it with financial advisory services in connection with a possible sale, merger or similar business combination, and, if requested by TrueCar, a financial opinion with respect thereto. TrueCar selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the automotive and automotive retail industry, market and regulatory environment and business and affairs of TrueCar. On October 14, 2025, Morgan Stanley rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated October 14, 2025, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Merger Consideration to be received by the holders of shares of Common Stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Common stock.

The full text of the written opinion of Morgan Stanley, dated October 14, 2025, is attached as Annex B and incorporated by reference into this proxy statement. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion to the Board. Company Stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board and addressed only the fairness, from a financial point of view, to the holders of shares of Common Stock (other than the holders of the Excluded Shares) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement as of the date of such opinion. Morgan Stanley did not express any view on, and its opinion did not address, any other aspect of the transactions contemplated by the Merger Agreement. Morgan Stanley’s opinion is not a recommendation as to how any holder of shares of Common Stock should act or vote in connection with the Merger or any other matter or whether to take any other action with respect to the Merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. In addition, Morgan Stanley’s opinion did not in any manner address the price at which shares of Common Stock will trade following the consummation of the Merger or at any time.

In connection with rendering its opinion, Morgan Stanley, among other things:

(1)

reviewed certain publicly available financial statements and other business and financial information of TrueCar;

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(2)

reviewed certain internal financial statements and other financial and operating data concerning TrueCar;

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(3)

reviewed certain financial projections prepared by the management of TrueCar;

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(4)

discussed the past and current operations and financial condition and the prospects of TrueCar with senior executives of TrueCar;

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(5)

reviewed the reported prices and trading activity for shares of Common Stock;

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(6)

compared the financial performance of TrueCar and the prices and trading activity of shares of Common Stock with that of certain other publicly-traded companies comparable with TrueCar and their securities;

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(7)

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

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(8)

reviewed certain publicly available research analyst reports for TrueCar, including price targets and consensus financial projections;

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(9)

participated in certain discussions and negotiations among representatives of TrueCar, Parent and Fair and their respective financial and legal advisors;

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(10)

reviewed a draft, dated October 14, 2025, of the Merger Agreement, the Equity Commitment Letter and certain related documents; and

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(11)

performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley has deemed appropriate.

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Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by TrueCar, and formed a substantial basis for its opinion. With respect to the Financial Projections (as defined below), Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of TrueCar of the future financial performance of TrueCar. Morgan Stanley expressed no view as to the Financial Projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the Equity Commitment Letter and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of TrueCar and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of TrueCar’s officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the holders of shares of Common Stock (other than the holders of the Excluded Shares) in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of TrueCar, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to TrueCar, nor did it address the underlying business decision of TrueCar to enter into the Merger Agreement or proceed with the transactions contemplated by the Merger Agreement.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter, dated October 14, 2025. The following summary is not a complete description of the financial analyses performed by Morgan Stanley, nor does the order of analyses described represent relative importance or weight given to those analyses by Morgan Stanley. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 13, 2025, the last trading day before the October 14, 2025 presentation by Morgan Stanley to the Board, and is not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole;

 

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considering any portion of such analyses and the factors, without considering all analyses and factors reviewed, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized, and was directed by the Board to rely upon, certain financial projections prepared by the management of TrueCar, which are referred to in this proxy statement as the “Management Case Projections”, and certain financial projections prepared by selected Wall Street brokers, which are referred to in this proxy statement as the “TrueCar Street Consensus Projections” and collectively with the Management Case Projections are referred to as the “Financial Projections” (each as described in more detail in the section entitled “— Management Projections”).

Selected Comparable Company Analysis

Morgan Stanley performed a selected public trading comparables analysis, which is designed to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared the Management Case Projections and the TrueCar Street Consensus Projections with comparable publicly available consensus broker research estimates for selected companies that, in Morgan Stanley’s professional judgment, share certain similar business characteristics and have certain comparable operating characteristics including, among other things, product characteristics, similarly sized revenue and/or revenue growth rates, market capitalization, profitability, scale and/or other similar operating characteristics. While a broader reference peer set (“Reference Peers”) was also considered and presented in the materials for illustrative purposes, only the core peer set (“Core Peers”) was utilized in deriving valuation metrics and forming the basis of Morgan Stanley’s valuation conclusions. We refer to the Core Peers in this section of the proxy statement as the “comparable companies”:

Core Peers:

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CarGurus, Inc.

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•

Cars.com Inc

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Reference Peers (for reference only):

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Auto Trader Group plc

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•

Booking Holdings Inc.

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•

CAR Group Limited

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•

eBay Inc

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•

Etsy, Inc.

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•

Expedia Group, Inc.

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•

Zillow Group, Inc

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For purposes of this analysis, Morgan Stanley analyzed the ratio (“AV/Adj. EBITDA”) of aggregate value (“AV”), defined as fully diluted market capitalization plus net debt to EBITDA unburdened by stock-based compensation, goodwill impairment, severance, transaction costs, lease exit costs, and other non-recurring items (“Adj. EBITDA”) for each of the comparable companies.

Based on its analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a reference range of AV/Adj. EBITDA multiples for estimated fiscal year 2026 of 5.0 x – 10.0x. Morgan Stanley applied the selected reference ranges to the estimated Adj. EBITDA for fiscal year 2026, as set forth in the Management Case and the TrueCar Street Consensus Projections. Morgan Stanley’s analysis resulted in the following implied values per share of Common Stock, rounded to the nearest $0.05:

 

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No company utilized in the selected comparable company analysis is identical to TrueCar. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of TrueCar, such as the impact of competition on the businesses of TrueCar and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of TrueCar or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company’s estimated future earnings. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value for such company’s potential future equity value.

To calculate the discounted equity values for TrueCar, Morgan Stanley utilized the revenue and Adj. EBITDA estimates from the Management Case Projections and the TrueCar Street Consensus Projections for fiscal year 2027. Based upon the application of its professional judgment and experience, Morgan Stanley then applied a range of multiplies of AV to revenue (“AV/Revenue”) of 0.5x – 1.0x to TrueCar’s estimated next twelve months (“NTM”) revenue and AV/NTM Adj. EBITDA multiples of 5.0x – 10.0x to TrueCar’s estimated NTM Adj. EBITDA to determine a range of implied aggregate values of TrueCar as of December 31, 2026. Morgan Stanley then calculated a range of implied equity values as of such date by adding the amount of TrueCar’s projected cash at December 31, 2026, as reflected in the Management Case Projections and the TrueCar Street Consensus Projections. Morgan Stanley then divided this range of implied equity values by the number of fully diluted shares of Common Stock as of such date, as provided by the management of TrueCar. Morgan Stanley then discounted this range of per share equity values to September 30, 2025, at a discount rate of 23.0%, which rate was selected by Morgan Stanley based on TrueCar’s estimated cost of equity (estimated using the capital asset pricing model method and based on Morgan Stanley’s professional judgment and experience). Morgan Stanley’s analysis resulted in the following implied values per share of Common Stock, rounded to the nearest $0.05:

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of Common Stock as of September 30, 2025, based on estimates of future unlevered free cash flows for the last quarter of fiscal year 2025 through fiscal year 2029 contained in the Management Case Projections. For the purposes of this analysis, unlevered free cash flows were calculated as consolidated Adj. EBITDA less taxes and capital expenditures and plus or minus changes in net working capital and certain other adjustments.

Morgan Stanley calculated a range of terminal values for TrueCar based on a perpetuity growth rate range of 2.0% to 4.0% which was selected based on Morgan Stanley’s professional judgment and experience. The estimated unlevered free cash flows and the range of terminal values were then discounted to present value as of September 30, 2025 using mid-year discounting convention by applying a discount rate range of 21.0% to 25.0%, which was selected by Morgan Stanley based on TrueCar’s estimated cost of equity

 

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(estimated using the capital asset pricing model method and based on Morgan Stanley’s professional judgment and experience).

To calculate the implied equity value from the discounted cash flow analysis, Morgan Stanley then added the estimated amount of TrueCar’s cash as of September 30, 2025, as set forth in the Management Case Projections. To calculate the implied per share equity value, Morgan Stanley then divided the implied equity value by the number of fully diluted outstanding shares of Common Stock as of September 30, 2025, as provided by the management of TrueCar and calculated using the treasury stock method. Using the Management Case Projections, this analysis indicated a range of implied equity values per share of Common Stock of $2.35 to $2.80, rounded to the nearest $0.05.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion but were noted as reference data for the Board, including the following information described under the sections entitled “— Historical Trading Range”, “— Broker Price Targets” and “— Precedent Premiums Paid Analysis”.

Historical Trading Range

For reference only, Morgan Stanley reviewed the historical trading data of shares of Common Stock for the 52-week period ending October 13, 2025, and noted that the highest intraday trading price per share of Common Stock was $4.62 and the lowest intraday trading price per share of Common Stock was $1.05 during such period.

Broker Price Targets

For reference only, Morgan Stanley reviewed and analyzed future public market trading price targets for shares of Common Stock prepared and published by four brokers. These forward targets reflected each broker’s estimate of the 12-month future public market trading price of shares of Common Stock. The range of undiscounted broker price targets was $2.00 to $3.25 per share of Common Stock. Morgan Stanley then discounted the range of broker price targets at a discount rate of 23.0%, which was selected by Morgan Stanley based on TrueCar’s estimated cost of equity (estimated using the capital asset pricing model method and based on Morgan Stanley’s professional judgment and experience), to arrive at a range of implied equity values per share of Common Stock of $1.63 to $2.64.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of Common Stock, and these estimates are subject to uncertainties, including the future financial performance of TrueCar and future financial market conditions.

Precedent Premiums Paid Analysis

For reference only, Morgan Stanley considered, based on publicly available information, premiums paid in all-cash acquisition transactions from January 2001 to the date of its opinion, involving U.S. public company targets having an aggregate value of $100 million or more. Morgan Stanley reviewed the premium paid to the target company’s closing stock price four weeks prior to the public announcement. Based on this analysis, Morgan Stanley applied a premium range of 20% to 51%, representing the 25th and 75th percentile, respectively, of premiums paid, to the closing stock price for a share of Common Stock as of October 13, 2025 of $1.43. The analysis indicated an implied per share reference range of $1.70 to $2.15.

No company or transaction utilized in the premiums paid analysis is identical to the Company or to the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of the Company, such as the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the Aggregate Value and equity value of the transactions

 

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to which they are being compared. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using precedent transactions or premiums paid data.

General

In connection with the review of the Merger by the Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of TrueCar. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of TrueCar. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the Merger Consideration pursuant to the Merger Agreement from a financial point of view to holders of shares of Common Stock (other than the holders of the Excluded Shares) and in connection with the delivery of its opinion to the Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Common Stock might actually trade. The Merger Consideration was determined through arm’s-length negotiations between TrueCar and Parent and was approved by the Board. Morgan Stanley provided advice to TrueCar during these negotiations. Morgan Stanley did not, however, recommend any specific merger consideration to TrueCar or that any specific merger consideration constituted the only appropriate merger consideration for the Merger.

Morgan Stanley’s opinion and its presentation to the Board was one of many factors taken into consideration by the Board in deciding to approve, adopt and authorize the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board with respect to the Merger Consideration or of whether the Board would have been willing to agree to a different merger consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The Board retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of TrueCar, Parent, Investor, or their respective affiliates or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument. Under the terms of its engagement letter, Morgan Stanley provided TrueCar financial advisory services and a financial opinion in connection with the Merger, and TrueCar agreed to pay Morgan Stanley a fee of $3 million (the “Announcement Fee”), which became payable upon the execution of the Merger Agreement, and a transaction fee of $12.5 million, against which any Announcement Fee paid will be credited, to the extent not previously credited, and which is contingent upon consummation of the Merger. TrueCar has also agreed to reimburse Morgan Stanley for its expenses incurred in performing its services. In addition, TrueCar has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement.

 

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In the two years prior to the date of its opinion, Morgan Stanley has not provided financial advisory or financing services to TrueCar, Parent, or Investor, and has not received fees in connection with such services. Morgan Stanley may seek to provide financial advisory and financing services to Parent, TrueCar, Investor and their respective affiliates in the future and would expect to receive fees for the rendering of these services. As of September 16, 2025, Morgan Stanley held an aggregate interest of less than 1% of the shares of Common Stock, which interests were held in connection with Morgan Stanley’s (i) investment management business, (ii) wealth management business, including client discretionary accounts or (iii) ordinary course trading activities, including hedging activities.

Financing of the Merger

We anticipate that the total amount of funds necessary to complete the Merger and the other Transactions, and to pay the fees and expenses required to be paid at the Closing by Parent and Merger Subsidiary under the Merger Agreement, will be approximately $248 million. This amount includes funds needed to pay the Required Amount.

Parent and Merger Subsidiary plan to finance the Required Amount utilizing a combination of: (i) the Equity Financing described below; (ii) the Company’s Cash on Hand; and (iii) additional equity or debt commitments of at least $60 million in the aggregate.

Equity Financing

Pursuant to the Equity Commitment Letter, the Investor has committed to contribute (or cause to be contributed) the Commitment to Parent at the Closing for the purpose of funding a portion of the Required Amount. The obligation of the Investor to provide the Equity Financing under the Equity Commitment Letter is subject to a number of conditions, including: (i) satisfaction or waiver by TrueCar, Parent and Merger Subsidiary, as applicable, of each the conditions to the obligations of Parent and Merger Subsidiary to consummate the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, which conditions are capable of being satisfied if the Closing were to occur at such time) and the Closing is required to occur pursuant to the Merger Agreement; (ii) satisfaction or waiver of the Additional Financing Condition; and (iii) Parent’s receipt of written confirmation from TrueCar that TrueCar is ready and willing to consummate the Merger and TrueCar stood ready, willing and able to consummate the Merger and the Transactions.

The obligation of the Investor to fund the Equity Financing will automatically and immediately terminate upon the earliest to occur of: (i) the Investor funding the Commitment required to be funded by it under the Equity Commitment Letter, the occurrence of the Closing, and the payment of the Required Amount pursuant to the terms of the Merger Agreement; (ii) the valid and effective termination of the Merger Agreement in accordance with its terms; or (iii) the initiation by TrueCar or any of its affiliates or representatives of a claim or legal proceeding alleging or asserting that any provision of the Equity Commitment Letter is illegal, invalid or unenforceable in whole or in part or that the Investor is liable in excess of or to a greater extent than the Commitment or, if the Merger Agreement has been validly and effectively terminated in accordance with its terms and the Parent Termination Fee and any Enforcement Expenses are payable pursuant to the Merger Agreement, the Deposit Amount, together with any investment earnings and interest thereon, other than certain permitted claims.

TrueCar is an express third-party beneficiary of the Equity Commitment Letter solely with respect to seeking and obtaining specific performance of Parent’s right to cause the Equity Financing to be funded by the Investor to Parent in accordance with the Equity Commitment Letter, solely to the extent Parent can enforce funding of the equity commitment pursuant to the terms of the Equity Commitment Letter.

Certain Effects of the Merger

If the Merger Proposal receives the required approval of the Company Stockholders described elsewhere in this proxy statement and the other conditions to the Closing are either satisfied or waived (where permissible pursuant to applicable law) and the Merger Agreement is not otherwise terminated in accordance with its terms, Merger Subsidiary will be merged with and into TrueCar in accordance with the DGCL and on the terms and subject to the conditions set forth in the Merger Agreement.

 

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At the Effective Time, TrueCar’s certificate of incorporation will, by virtue of the Merger, be amended and restated in its entirety to read as the certificate of incorporation of Merger Subsidiary in effect immediately prior to the Effective Time (except that Paragraph 1 of Merger Subsidiary’s certificate of incorporation will provide that the name of the Surviving Corporation will be “TrueCar, Inc.” and the provisions relating to the incorporator will be omitted). Such certificate of incorporation, as so amended, will be the certificate of incorporation of the Surviving Corporation until thereafter amended.

The parties to the Merger Agreement have agreed to take all actions necessary so that at the Effective Time, the Bylaws are amended and restated to read as the bylaws of Merger Subsidiary in effect as of immediately prior to the Effective Time, and as so amended and restated will be the bylaws of the Surviving Corporation (except that references therein to the name of Merger Subsidiary will be replaced by references to the name of the Surviving Corporation) until amended in accordance with applicable law, the Surviving Corporation’s certificate of incorporation and such bylaws.

The parties to the Merger Agreement have agreed to take all requisite actions so that, from and after the Effective Time, until successors are duly elected or appointed and qualified or until their earlier, death, resignation or removal in accordance with applicable law, the certificate of incorporation and the bylaws of the Surviving Corporation: (i) the directors of Merger Subsidiary immediately prior to the Effective Time will be the directors of the Surviving Corporation; and (ii) the officers of Merger Subsidiary immediately prior to the Effective Time will be the officers of the Surviving Corporation.

Following the Merger, all of the Common Stock will be owned, beneficially and of record, by Parent, and except with respect to any Rollover Stockholders, by virtue of the Merger, none of the holders of Common Stock will, have any direct ownership interest in, or be a stockholder of, TrueCar, the Surviving Corporation or Parent. As a result, the holders of Common Stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Common Stock. Following the Merger, Parent will benefit from any increase in TrueCar’s value and will also bear the risk of any decrease in TrueCar’s value.

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Rollover Shares, if any, (ii) Dissenting Shares, and (iii) Company Shares) will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and will thereafter represent only the right to receive the Merger Consideration. If any Rollover Agreements are executed and delivered prior to the Effective Time, then the Rollover Shares issued and outstanding immediately prior to the Effective Time will be canceled and, pursuant to the Rollover Agreements, the holder of such Rollover Shares will be entitled to receive shares of the common stock of Parent in respect thereof. With respect to Dissenting Shares and Company Shares, (a) each Company Share, excluding any Rollover Shares, will be canceled, and no payment will be made with respect thereto, and (b) any Dissenting Shares will automatically be canceled and cease to exist, and each Dissenting Share shall represent the right to receive the fair value of such Dissenting Share in accordance with the provisions of Section 262 of the DGCL.

For information regarding the effects of the Merger on the Company’s outstanding equity awards, please see the section entitled “The Merger Agreement — Treatment of Company Equity Awards.”

The Common Stock is currently registered under the Exchange Act and trades on Nasdaq under the symbol “TRUE.” Following the consummation of the Merger, shares of Common Stock will no longer be traded on Nasdaq or any other public market. In addition, the registration of the Common Stock under the Exchange Act will be terminated. Following termination of registration of the Common Stock under the Exchange Act, the Company will no longer be required to furnish information to the Company Stockholders and the SEC, and the provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, will become inapplicable to the Company. Parent will become the beneficiary of the cost savings associated with the Company no longer being subject to the requirements of the federal securities laws.

 

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Effects on the Company if the Merger is Not Completed

In the event that the Merger Proposal does not receive the required approval of the Company Stockholders described elsewhere in this proxy statement, or if the Merger is not completed for any other reason, the Company Stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, the Company expects that its management will operate its business in a manner similar to that in which it is being operated today and the Company will remain an independent public company, the Common Stock will continue to be listed and traded on Nasdaq, the Common Stock will continue to be registered under the Exchange Act and the Company Stockholders will continue to own their shares of the Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Common Stock.

If the Merger is not completed, there can be no assurances as to the effect of these risks and opportunities on the future value of your shares of Common Stock, including the risk that the market price of the Common Stock may decline to the extent that the current market price of the Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there can be no assurances that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted or that stockholders will ever receive a control premium for their shares. Pursuant to the Merger Agreement, under certain circumstances the Company is permitted to terminate the Merger Agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement —  Termination of the Merger Agreement.”

Under certain circumstances, if the Merger is not completed, the Company may be obligated to reimburse the Deposit Amount to Parent and either: (i) pay a Termination Fee and Parent’s Enforcement Expenses (if any) to Parent; or (ii) reimburse Parent and its affiliates (including for this purpose, the Investor) for Parent Transaction Expenses (provided that the maximum amount of Parent Transaction Expenses for which the Company will be obligated to reimburse Parent and its affiliates (including for this purpose, the Investor) will not exceed $3,000,000 in the aggregate). Similarly, under certain circumstances, if the Merger is not completed, Parent may be obligated to pay the Parent Termination Fee and the Company’s Enforcement Expenses (if any) to the Company (which obligations of Parent would be satisfied through the Company’s retention of the Deposit Amount and, in the case of its Enforcement Expenses, the investment earnings and interest earned thereon). Please see the section of this proxy statement entitled “The Merger Agreement — Termination Fees and Expenses; Limitations on Liability.”

Interests of Executive Officers and Directors of TrueCar in the Merger

In considering the recommendation of the Board that TrueCar Stockholders adopt the Merger Agreement, TrueCar Stockholders should be aware that the executive officers and directors of TrueCar have certain interests in the Merger that may be different from, or in addition to, the interests of TrueCar Stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and in making its recommendation that TrueCar Stockholders approve the Merger Agreement.

For purposes of this disclosure, the Company’s executive officers are the NEOs listed below, including Mr. Ku, whose employment with the Company was terminated on September 1, 2025.

•

Jantoon E. Reigersman, President and Chief Executive Officer;

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•

Oliver M. Foley, Chief Financial Officer;

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•

Jill S. Angel, Chief Operating Officer;

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Jeffrey J. Swart, Executive Vice President, General Counsel and Secretary; and

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•

Jay J. Ku, the Company’s former Chief Revenue Officer.

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Treatment of Company Equity Awards

The Merger Agreement provides that at the Effective Time:

•

each Company RSU that is (a) unvested and outstanding immediately prior to the Effective Time and (b) held by the Company’s current executive officers and non-employee directors will be accelerated and vest immediately prior to the Effective Time and be treated as Accelerated Company RSUs and no Company RSUs held by such individuals will be treated as Converted Stock Unit Cash Awards;

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•

each Vested Company RSU (including each Accelerated Company RSU), whether settleable in shares of Company Stock or cash, will be canceled, and Parent will cause the Surviving Corporation to pay each such holder, within sixty (60) days following the Effective Time, for each Vested Company RSU an amount in cash equal to the Merger Consideration per share of Company Stock, less any applicable withholding taxes;

​

•

each Company PSU, whether or not vested, and whether settleable in shares of Company Stock or cash, will be canceled, and Parent will cause the Surviving Corporation to pay each holder, within sixty (60) days following the Effective Time, for each Company PSU that qualifies as a Change in Control Transaction Determined Unit an amount in cash equal to the Merger Consideration per share of Company Stock, less any applicable withholding taxes;

​

•

each Company PSU that is not a Change in Control Transaction Determined Unit will be canceled for no consideration;

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•

each Company Option, whether or not vested, will be canceled, and Parent will cause the Surviving Corporation to pay to each holder of an In-the-Money Company Option, within sixty (60) days following the Effective Time, for each share underlying an In-the-Money Company Option, an amount in cash equal to the Merger Consideration per share of Company Stock less: (i) the exercise price per share of Company Stock of the Company Option; and (ii) applicable withholding taxes; and

​

•

each Company Option that is not an In-the-Money Company Option will be canceled for no consideration. None of the Company Options held by the Company’s NEOs or non-employee directors are In-the-Money Company Options and all Company Options will be canceled for no consideration.

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For an estimate of the value of Company Equity Awards held by the NEOs that would be canceled in exchange for Merger Consideration, assuming that the Merger occured on October 31, 2025, see “— Quantification of Payments and Benefits to Named Executive Officers” below.

The estimate of the value of Company RSUs held by the Company’s non-employee directors that would be canceled in exchange for Merger Consideration, assuming that the Merger occured on October 31, 2025, is as follows: Barbara A. Carbone, $245,190; Brendan L. Harrington, $245,190; Faye M. Iosotaluno, $245,190; and Diego A. Rodriguez, $419,847. None of the Company’s non-employee directors hold any other Company Equity Awards.

TrueCar Employment Agreements

Pursuant to the Company’s employment agreement with Mr. Reigersman, if Mr. Reigersman’s employment is terminated for a reason other than “cause,” ​(and not by reason of Mr. Reigersman’s death or “disability”) or he resigns from his employment for “good reason,” and, in each case, the termination occurs upon or after a “change in control” ​(each as defined in the employment agreement), then he will receive as severance: (i) a lump-sum cash payment equal to twenty-four (24) months of his base salary as in effect on the date of the termination; (ii) a lump-sum cash payment equal to payment of 200% of his full target bonus for the year in which the termination occurs; (iii) the immediate vesting as to 100% of his outstanding equity awards (other than Company PSUs) that both are outstanding as of the employment termination date and were granted at least sixty (60) days before the applicable change in control; and (iv) reimbursement or direct payment, as determined by the Company, for medical, vision and dental coverage for Mr. Reigersman and his eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the “COBRA Coverage”), for up to eighteen (18) months following his termination. If the Company cannot provide the COBRA Coverage to which Mr. Reigersman becomes entitled without a

 

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violation of applicable laws, the Company may instead provide a monthly cash payment, plus a gross-up amount to cover the taxes on the payment, during the eighteen (18) months following his termination (which Mr. Reigersman may, but does not have to, use toward his health care continuation costs). If the Company cannot provide these cash payments in lieu of COBRA Coverage without violating applicable law, then the Company will not provide Mr. Reigersman with the COBRA Coverage or these cash payments.

Pursuant to the Company’s employment agreement with each of Messrs. Foley and Swart and Ms. Angel, if the Company terminates the executive’s employment for a reason other than “cause” ​(and not by reason of the executive’s death or “disability”) or the executive resigns from his or her employment for “good reason,” and in each case, the termination occurs upon the closing of a “change in control” or later (each as defined in the respective employment agreement), then he or she will receive: (i) continuing payments of his or her base salary for a period of time beginning immediately after his or her separation of service through the date that is six (6) months after the separation date, plus an additional two (2) months for every fully completed year of service with the Company (measured from his or her original start date with the Company or any predecessor of the Company), but not to exceed a total of twelve (12) months (the “Executive Severance Period”); (ii) the immediate vesting as to 100% of his or her then-outstanding equity awards that were granted to him or her at least ninety (90) days before the change in control (other than Company PSUs); and (iii) COBRA Coverage for the Executive Severance Period. If the Company cannot provide the COBRA Coverage to which the executive becomes entitled without a violation of applicable laws, the Company may instead provide a monthly cash payment, plus a gross-up amount to cover the taxes on the payment, during the Executive Severance Period (which the executive may, but does not have to, use toward his or her health care continuation costs). If the Company cannot provide these cash payments in lieu of COBRA Coverage without violating applicable law, then the Company will not provide the executive with the COBRA Coverage or these cash payments.

If consummated, the Merger will constitute a change in control for purposes of the employment agreements. Payment of the severance benefits requires the executive to timely execute and not revoke thereafter a separation and release of claims agreement upon or following his or her termination date and continue to comply with a confidential information agreement entered into with the Company. In the event any payment or benefit received by the executive in connection with the Merger would be subject to excise taxes imposed under Section 4999 of the Code, the amount of such payments or benefits provided would be reduced, but only to the extent such reduction results in a greater after-tax benefit to the executive.

For an estimate of the value of the severance benefits for the NEOs, assuming a qualifying termination immediately following the Effective Time, see “— Quantification of Payments and Benefits to Named Executive Officers” below.

Arrangements with Parent

As of the date of this proxy statement, no executive officer of TrueCar has entered into any agreement with Parent or any of its affiliates regarding individual employment arrangements with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates following the consummation of the Merger.

Quantification of Payments and Benefits to Named Executive Officers

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation and benefits payable to each of TrueCar’s NEOs that is based on or otherwise relates to the Merger. The compensation shown in this table and described in the footnotes to the table is the subject of the non-binding, advisory vote of the TrueCar Stockholders at the Special Meeting, as described in “— Advisory Compensation Proposal (Proposal 2)” beginning on page [•].

The figures in the table are estimates based on current compensation levels, each NEO’s existing compensation arrangements with TrueCar and multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below. For purposes of calculating such amounts, we have assumed:

•

October 31, 2025, as the closing date of the Merger (which is the assumed date solely for purposes of this golden parachute compensation disclosure);

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•

a termination of each NEO’s employment without cause (and not by reason of the executive officer’s death or disability) or resignation for good reason under the applicable employment agreement, effective as of immediately following the Effective Time (other than Mr. Ku);

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•

each NEO complies with all requirements necessary to receive all severance payments and benefits pursuant to his or her employment agreement; and

​

•

a price per share of Common Stock equal to the Merger Consideration.

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For purposes of this discussion, “single-trigger” refers to benefits that arise solely as a result of the completion of the Merger and “double-trigger” refers to benefits that require satisfaction of both the completion of the Merger and a qualifying termination of the NEO’s employment. Payments of double-trigger benefits are contingent on the NEO signing and not revoking a release of claims in favor of TrueCar and satisfying certain other conditions. For additional details regarding the terms of the payments described below, see the discussion under the caption “— Interests of Executive Officers and Directors of TrueCar in the Merger” above.

Golden Parachute Compensation

(1)

The amounts reported in this column represent double-trigger cash severance amounts that would become payable to the NEO upon a qualifying termination of employment under the employment agreements. Cash severance consists of: (i) in the case of Mr. Reigersman, an amount equal to twenty-four (24) months of base salary, which amount is $1,000,000, plus 200% of his full target bonus for 2025, which total amount with respect to Mr. Reigersman’s full target bonus is $1,000,000, payable by the Company in a single lump sum; (ii) in the case of Ms. Angel and Mr. Swart an amount equal to twelve (12) months of base salary, payable in approximately equal monthly installments; and (iii) in the case of Mr. Foley, an amount equal to ten (10) months of base salary, payable in approximately equal monthly installments. See “— TrueCar Employment Agreements” for a detailed description of the cash severance benefits that may become payable in connection with the Merger.

​

(2)

The amounts reported in this column represent the dollar value of Vested Company RSUs (including Accelerated Company RSUs) and Company PSUs (to the extent such Company PSUs qualify as “Change in Control Transaction Determined Units”).The value of the Vested Company RSUs and Company PSUs (to the extent such Company PSUs qualify as “Change in Control Transaction Determined Units”) is equal to the Merger Consideration multiplied by the number of shares of Company Stock underlying each such award. The Vested Company RSUs and Company PSUs (to the extent such Company PSUs qualify as “Change in Control Transaction Determined Units”) represent a single-trigger benefit. See “— Treatment of Company Equity Awards” for a detailed description of the treatment of outstanding Company Equity Awards in connection with the Merger.

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(a)

Reflects Company PSUs to the extent such Company PSUs qualify as “Change in Control Transaction Determined Units”. Except for the Company PSUs granted to each of Messrs. Reigersman, Foley and Swart and Ms. Angel on February 18, 2025 (the “2025 Strategic Company PSUs”), the number of Company PSUs that qualify as “Change in Control Transaction Determined Units” is based upon the Company’s compound annual growth rate (“CAGR”) for the portion of the respective performance period that precedes and includes the effective date of the Merger (the “CIC Performance Period”) and the Company’s CAGR performance as measured versus the Russell 2000 Total Return Index (RUTTR) CAGR performance for the CIC Performance Period, as determined in accordance with the applicable award agreement. For purposes of determining the number of Company PSUs that qualify as “Change in Control Transaction Determined Units”, we have assumed the CIC Performance Period concluded on October 31, 2025. The number of 2025 Strategic Company PSUs that qualify as “Change in Control Transaction Determined Units” is based upon deemed achievement of performance metrics at 100% target levels in accordance with the terms of the applicable award agreement.

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(3)

The amounts reported in this column represent double-trigger amounts payable to the NEOs pursuant to their employment agreements. These amounts represent a monthly cash payment in respect of COBRA Coverage for eighteen (18) months for Mr. Reigersman, twelve (12) months for Mr. Swart and Ms. Angel and ten (10) months for Mr. Foley.

​

(4)

Mr. Ku separated from employment with the Company effective September 1, 2025. In connection with Mr. Ku’s termination, the Company entered into a separation and release agreement with Mr. Ku which contains a release of claims against the Company by Mr. Ku and provides for severance payments and benefits consistent with his employment agreement in connection with a termination without cause prior to a change in control. Other than compensation payable with respect to his outstanding Company PSUs to the extent such Company PSUs qualify as Change in Control Transaction Determined Units under, and in accordance with, the applicable award agreements, Mr. Ku will not receive any compensation that is based on or otherwise relates to the Merger.

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(5)

The amounts in this column do not reflect any potential reductions to such amounts that may occur pursuant to the Section 4999-related provisions included in each NEO’s employment agreement as set forth in the section titled “— TrueCar Employment Agreements” above.

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(6)

Certain figures in the table may not sum due to rounding.

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Indemnification, Exculpation and Insurance

Parent will cause the Surviving Corporation to, and the Surviving Corporation will:

•

for at least six (6) years after the Effective Time and to the fullest extent permitted by the DGCL or any other applicable law and provided under TrueCar’s certificate of incorporation and the Bylaws in existence as of the date of the Merger Agreement: (i) indemnify and hold harmless the present and former officers and directors of TrueCar (each, an “Indemnified Person”) in respect of acts or omissions occurring prior to the Effective Time and arising from their service as an officer or director of TrueCar; and (ii) pay, on an as incurred basis, the reasonable fees and expenses of any Indemnified Person (including reasonable fees of counsel) in advance of the final disposition any proceeding that is the subject of the right to indemnification described in this bullet and the bullet immediately below, within thirty (30) days of receipt by the Surviving Corporation from such Indemnified Person of a written claim therefor, provided that with respect to this bullet, such Indemnified Person must undertake to reimburse the Surviving Corporation for all amounts so advanced if a court of competent

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jurisdiction determines, by a final, non-appealable order, that such Indemnified Person is not entitled to indemnification pursuant to the preceding clause (ii); and

•

cause to be maintained in effect, for six (6) years after the Effective Time, provisions in the Surviving Corporation’s certificate of incorporation and the Bylaws (or in such documents of any successor to the Surviving Corporation) regarding elimination of liability of directors and officers, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in TrueCar’s certificate of incorporation in existence on the date of the Merger Agreement.

​

Prior to the Effective Time, TrueCar will cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of TrueCar’s existing directors’ and officers’ insurance policies and TrueCar’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period or time at or prior to the Effective Time, or the Company shall purchase from an insurance carrier with the same or better credit rating as TrueCar’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under TrueCar’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of TrueCar or any of its subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement or the transactions or actions contemplated by the Merger Agreement).

If TrueCar or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation will:

•

continue to maintain in effect, for a period of at least six (6) years from and after the Effective Time, the D&O Insurance in place as of the date of the Merger Agreement with TrueCar’s current insurance carrier or with an insurance carrier with the same or better credit rating as TrueCar’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under TrueCar’s existing policies as of the date of the Merger Agreement; or

​

•

purchase from TrueCar’s current insurance carrier or from an insurance carrier with the same or better credit rating as TrueCar’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in TrueCar’s existing policies as of the date hereof;

​

provided, however, that: (i) in no event will Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an aggregate amount in excess of 300% of the amount per annum that TrueCar paid in its last full fiscal year; and (ii) if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount.

If Parent, the Surviving Corporation or any of its successors or assigns:

•

consolidates with or merges with or into any other Person and is not the continuing or surviving Person of such consolidation or merger; or

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•

transfers or conveys all or substantially all of its properties and assets to any Person,

​

then, and in each such case, to the extent necessary, proper provision will be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, will assume the obligations set forth in the directors’ and officers’ liability covenants contained in the Merger Agreement.

Each Indemnified Person is a third-party beneficiary of the directors’ and officers’ liability covenants contained in the Merger Agreement. The rights of each Indemnified Person under such covenants:

•

are in addition to any rights such Person may have under the certificate of incorporation or Bylaws of TrueCar or any of its subsidiaries, or under the DGCL or any other applicable law or under any

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agreement of any Indemnified Person with TrueCar or any of its subsidiaries set forth on the TrueCar Disclosure Schedule, and nothing in the Merger Agreement will modify, abridge, narrow or restrict any such rights;

•

will, if any claim is made against any Indemnified Person prior to the sixth (6th) anniversary of the Effective Time, survive consummation of the Merger continue in effect with respect to such claim until the final disposition of that claim; and

​

•

will be enforceable by each Indemnified Person and their successors, heirs and representatives.

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For more information, see “The Merger Agreement — Director and Officer Liability.”

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of Common Stock whose shares are converted into the right to receive cash pursuant to the Merger, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS regarding any matter discussed below.

This discussion is limited to U.S. Holders and Non-U.S. Holders who hold their shares of Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, this discussion does not address consequences relevant to holders subject to special rules under the U.S. federal income tax laws, including, for example, but not limited to:

•

banks and other financial institutions;

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•

mutual funds;

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•

insurance companies;

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•

brokers or dealers in securities, currencies or commodities;

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•

dealers or traders in securities subject to a mark-to-market method of accounting;

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•

regulated investment companies and real estate investment trusts;

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•

tax-qualified retirement plans;

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•

tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds;

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•

holders that are holding shares of Common Stock as part of a “straddle,” hedge, constructive sale, or other integrated transaction or conversion transaction or similar transactions;

​

•

U.S. Holders whose functional currency is not the U.S. dollar;

​

•

partnerships, other entities classified as partnerships for U.S. federal income tax purposes, “S corporations” or any other pass-through entities for U.S. federal income tax purposes (or investors in such entities);

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•

expatriated entities subject to Section 7874 of the Code;

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•

U.S. expatriates and former citizens or long-term residents of the United States;

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•

holders that own or have owned (directly, indirectly or constructively, at any time during the five (5)-year period ending on the Closing Date) five percent or more of the outstanding Common Stock (by vote or value);

​

•

holders required to accelerate the recognition of any item of gross income with respect to their shares of Common Stock as a result of such income being recognized on an applicable financial statement;

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•

grantor trusts;

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•

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

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•

persons who hold or received Common Stock pursuant to the exercise of any employee stock option, in connection with a restricted stock unit award or company performance stock unit award or otherwise in a compensatory transaction;

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•

holders that own an equity interest in Parent following the Merger, including any holder of Rollover Shares;

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•

holders that hold their Common Stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States; and

​

•

holders that do not vote in favor of the Merger and that properly demand appraisal of their shares under Section 262 of the DGCL.

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If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Common Stock, the U.S. federal income tax treatment of such partnership and a partner in such partnership generally will depend upon the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. Accordingly, partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding shares of Common Stock, and partners in such partnerships, should consult their tax advisors as to the particular tax consequences to them of the Merger.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR COMPANY STOCKHOLDER WILL DEPEND ON THE COMPANY STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. WE URGE YOU TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES.

U.S. Holders

This section applies to “U.S. Holders.” For purposes of this discussion, a “U.S. Holder” means any beneficial owner of any shares of Common Stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

•

an individual who is a citizen or resident of the United States;

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•

a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof, or the District of Columbia;

​

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

​

•

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” ​(within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

​

The receipt of cash by a U.S. Holder in exchange for shares of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference between the amount of cash received in the Merger

 

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(determined before a deduction of any applicable withholding taxes) and the U.S. Holder’s adjusted tax basis in the shares of Common Stock surrendered pursuant to the Merger by such U.S. Holder. A U.S. Holder’s adjusted tax basis in the shares of Common Stock generally will equal the amount that such U.S. Holder paid for the shares of Common Stock. A U.S. Holder’s gain or loss on the disposition of shares of Common Stock pursuant to the Merger generally will be characterized as capital gain or loss. Any such gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares of Common Stock is more than one (1) year at the time of the completion of the Merger. Long-term capital gains of certain non-corporate Holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. U.S. Holders who hold different blocks of shares of Common Stock (generally, shares of Common Stock) purchased or acquired on different dates or at different prices should consult their tax advisors to determine how the above rules apply to them.

Non-U.S. Holders

This section applies to “Non-U.S. Holders.” For purposes of this discussion, a “Non-U.S. Holder” means any beneficial owner of any shares of Common Stock that is not a U.S. Holder or an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Subject to the discussion below regarding backup withholding, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized on the disposition of any shares of Common Stock in connection with the Merger, unless:

•

the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States); or

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•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition of shares of Common Stock pursuant to the Merger and certain other requirements are met.

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Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the rates applicable to U.S. Holders (unless an applicable income tax treaty provides otherwise). A Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain realized on the disposition of any shares of Common Stock in connection with the Merger, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding

Information reporting generally will apply to payments to a U.S. Holder in connection with the Merger. Backup withholding generally will apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such U.S. Holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.

Information reporting and backup withholding generally will apply to the proceeds of a disposition of shares of Common Stock in the Merger by a Non-U.S. Holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the Non-U.S. Holder certifies, on a properly completed applicable IRS Form W-8, its status as a Non-U.S. Holder and satisfies certain other requirements, or otherwise establishes an exemption. For information reporting purposes, dispositions effected through a non-U.S. office of a broker with certain connections with the United States will be treated in a manner similar to dispositions

 

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effected through a U.S. office of a broker. Non-U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Copies of information returns may be made available to the tax authorities of the country in which the Non-U.S. Holder resides or is incorporated under the provisions of a specific treaty or agreement.

Backup withholding is not an additional tax. The amount of any backup withholding generally will be allowed as a credit against a holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

THE DISCUSSION ABOVE IS BASED ON CURRENT U.S. FEDERAL INCOME TAX LAW. LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CAN APPLY RETROACTIVELY, COULD AFFECT THE ACCURACY OF THE STATEMENTS SET FORTH THEREIN. THIS DISCUSSION IS NOT TAX ADVICE. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION AND HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Litigation Related to the Merger

As of the date of this proxy statement, no stockholder litigation related to the Merger Agreement has been brought against the Company or any members of the Board.

Regulatory Approvals

General

TrueCar and Parent have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law, including applicable antitrust laws, to consummate the Transactions.

HSR Act and U.S. Antitrust Matters

At the time of the filing of this proxy statement, the parties do not believe approval under the HSR Act is required in connection with the Merger. However, to the extent required by applicable law, the parties have agreed to make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and the rules promulgated thereunder as promptly as practicable after any determination that one may be required and use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent and the Company shall share equally any and all filing fees under the HSR Act.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

 

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THE MERGER AGREEMENT

The following description sets forth the principal terms of the Merger Agreement, which is attached as Annex A and incorporated by reference into this proxy statement. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this description, which is summary by nature. This description and the descriptions of the Merger Agreement elsewhere in this proxy statement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully in its entirety, as well as this proxy statement, before making any decisions regarding any of the proposals described in this proxy statement. The representations, warranties, covenants and agreements described below and included in the Merger Agreement were made for purposes of the Merger Agreement and as of specific dates, were for the benefit of the parties to the Merger Agreement except as expressly stated therein and may be subject to important qualifications, limitations and supplemental information agreed to by Parent, Merger Subsidiary and TrueCar in connection with negotiating the terms of the Merger Agreement, including certain qualifications, limitations and supplemental information disclosed in the TrueCar Disclosure Schedule. In addition, the representations and warranties were included in the Merger Agreement for the purpose of allocating contractual risk between Parent, Merger Subsidiary and TrueCar, and may be subject to standards of materiality applicable to such parties that differ from those generally applicable to investors. In reviewing the representations, warranties, covenants and agreements contained in the Merger Agreement or any description thereof in this summary, it is important to bear in mind that such representations, warranties, covenants and agreements or any descriptions were not intended by the parties to the Merger Agreement to be characterizations of the actual state of facts or condition of Parent, Merger Subsidiary and TrueCar or any of their respective affiliates or businesses except as expressly stated in the Merger Agreement. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and in the public filings TrueCar makes with the SEC, as described in “Where You Can Find More Information.”

Structure of the Merger

The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, Merger Subsidiary will be merged with and into TrueCar in accordance with the DGCL, whereupon the separate existence of Merger Subsidiary will cease, and TrueCar will survive the Merger as the Surviving Corporation and a wholly owned subsidiary of Parent.

Closing and Effective Time

Subject to the provisions of the Merger Agreement, the Closing will take place via the electronic exchange of documents and signature pages as soon as possible, but in any event no later than three (3) business days following the date on which the conditions to the Closing (described below under the caption, “— Conditions to the Closing of the Merger”) (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and TrueCar may mutually agree in writing.

On the Closing Date, TrueCar will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL and make all other filings required by the DGCL in connection with the Merger. The Merger will become effective at the Effective Time.

Rollover Agreements

Prior to the Effective Time, Parent may enter into Rollover Agreements with certain Company Stockholders, pursuant to which each Rollover Stockholder would receive an equity interest in Parent as consideration for the contribution of their Rollover Shares to Parent. These Rollover Stockholders, if any, would not receive the Merger Consideration. As of the date of this proxy statement, no Company Stockholder has entered into a Rollover Agreement.

 

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Merger Consideration

Common Stock

At the Effective Time, as a result of the Merger and without any further action on the part of Parent, Merger Subsidiary or TrueCar or the holder of any capital stock of TrueCar (unless otherwise specified in the Merger Agreement):

•

each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Rollover Shares, if any, (ii) Dissenting Shares and (iii) Company Shares) will be automatically canceled and converted into the right to receive the Merger Consideration, subject to any taxes withheld pursuant to the Merger Agreement;

​

•

each share of Common Stock held by TrueCar as treasury stock or owned by any subsidiary of TrueCar or Parent or any subsidiary of Parent immediately prior to the Effective Time, excluding any Rollover Shares, will be canceled, and no payment will be made with respect thereto;

​

•

if any Rollover Agreements are executed and delivered prior to the Closing, then the Rollover Shares issued and outstanding immediately prior to the Effective Time will be canceled and, pursuant to the Rollover Agreements, the holder of such Rollover Shares will be entitled to receive shares of the common stock of Parent in respect thereof;

​

•

any Dissenting Shares will automatically be canceled and cease to exist, and each Dissenting Share shall represent the right to receive the fair value of such Dissenting Share in accordance with the provisions of Section 262 of the DGCL; and

​

•

each share of common stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time will be converted into and become one (1) share of common stock of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

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Treatment of Company Equity Awards

Company RSUs

Vested Company RSUs

At the Effective Time, each Vested Company RSU, whether settleable in shares of Company Stock or cash, will be canceled, and Parent will cause the Surviving Corporation to pay each such holder, within sixty (60) days following the Effective Time, for each Vested Company RSU an amount in cash equal to the Merger Consideration per share of Company Stock, less any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, each Accelerated Company RSU will accelerate and vest immediately prior to the Effective Time.

Unvested Company RSUs

At the Effective Time, each Unvested Company RSU Award, whether settleable in shares of Company Stock or cash, will be converted into the contingent right solely to receive from the Surviving Corporation, in full satisfaction of the rights of such holder with respect thereto, a Converted Stock Unit Cash Award equal to the product obtained by multiplying (A) the Merger Consideration per share of Company Stock by (B) the number of shares of Company Stock covered by the applicable Unvested Company RSU Award immediately prior to the Effective Time. Subject to the terms of the Merger Agreement, the Converted Stock Unit Cash Award will continue to vest on the same schedule and conditions as applied to the applicable Unvested Company RSU Award and will otherwise remain subject to the same terms and conditions as applied to the corresponding Unvested Company RSU Award, as applicable, immediately prior to the Effective Time, including any acceleration of vesting provisions, but excluding any terms rendered inoperative by reason of the Merger and for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Stock Unit Cash Award.

 

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Parent will cause payment of each applicable portion of a Converted Stock Unit Cash Award to be made without interest to the applicable holder thereof through the payroll or other appropriate system of the Surviving Corporation, as applicable, as soon as practicable after the applicable vesting date, but in each such case within sixty (60) days following the applicable vesting date, less any applicable taxes withheld pursuant to the Merger Agreement and the terms and conditions of the applicable Converted Stock Unit Cash Award. In no event will any holder of a Converted Stock Unit Cash Award be permitted, directly or indirectly, to specify the taxable year of payment of any portion of a Converted Stock Unit Cash Award.

Company PSUs

At the Effective Time, each Company PSU, whether or not vested, and whether settleable in shares of Company Stock or cash, will be canceled, and Parent will cause the Surviving Corporation to pay each holder, within sixty (60) days following the Effective Time, for each Company PSU that qualifies as a Change in Control Transaction Determined Unit an amount in cash equal to the Merger Consideration per share of Company Stock, less any applicable withholding taxes. At the Effective Time, each Company PSU that is not a Change in Control Transaction Determined Unit will be canceled for no consideration.

Company Options

At the Effective Time, each Company Option, whether or not vested, will be canceled, and Parent will cause the Surviving Corporation to pay to each holder of an In-the-Money Company Option, within sixty (60) days following the Effective Time, for each share underlying an In-the-Money Company Option, an amount in cash equal to the Merger Consideration per share of Company Stock less: (i) the exercise price per share of Company Stock of the Company Option; and (ii) applicable withholding taxes. At the Effective Time, each Company Option that is not an In-the-Money Company Option will be canceled for no consideration.

Further Actions

Prior to the Effective Time, and subject to the prior review and comment of Parent (which review and comment must be reasonably considered), the Board (or, if appropriate, any committee thereof administering the applicable Company Equity Plan) will take such actions as are necessary or appropriate to: (i) approve and effectuate the treatment of Company Equity Awards, including delivery of all required notices to each holder of Company Equity Awards, making any determinations and/or resolutions of the Board or a committee thereof or any administrator of the applicable Company Equity Plan as may be necessary; and (ii) deliver to Parent copies of all consents, notices, amendments and other documents executed, adopted or delivered, as applicable, in connection with the immediately preceding clause (i).

Exchange of Shares

Exchange Agent

Prior to the Effective Time, Parent will appoint a paying agent selected by Parent with the Company’s prior written approval, which approval cannot be unreasonably conditioned, withheld, or delayed (the “Exchange Agent”), for the purpose of distributing to Company Stockholders the Merger Consideration in exchange for: (i) certificates representing shares of Common Stock (the “Certificates”); or (ii) uncertificated shares of Common Stock (the “Uncertificated Shares”). Prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Exchange Agent an amount of cash, which together with the portion of the Company’s Cash on Hand that is used to pay a portion of the Merger Consideration (if any) and the Deposit Amount is equal to the aggregate Merger Consideration to be paid in respect of the Common Stock. At Closing, (x) Parent will instruct the Company to release the Deposit Amount to the Exchange Agent, and such amount will be used to fund a portion of aggregate Merger Consideration and (y) at the written request of Parent, the Company will deposit with the Exchange Agent such portion of the aggregate Merger Consideration from the Company’s Cash on Hand as specified in such request, except that nothing in this clause (y) will obligate the Company to deposit any amount in excess of the Company’s Cash on Hand at the Effective Time.

 

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Exchange Procedures

Promptly after the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) send, or cause the Exchange Agent to send, to each holder of shares of Common Stock at the Effective Time, other than the Rollover Stockholders and Dissenting Shares, a letter of transmittal and instructions (which will be in a customary form reasonably acceptable to TrueCar and will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Each holder of shares of Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon: (i) surrender to the Exchange Agent of a Certificate, together with a properly completed and duly executed letter of transmittal and all documents referenced therein; or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Common Stock represented by a Certificate or Uncertificated Share, less any applicable taxes withheld pursuant to the Merger Agreement. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share, as applicable, will represent for all purposes after the Effective Time only the right to receive such Merger Consideration, without interest and subject to any taxes withheld pursuant to the Merger Agreement.

If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to such payment that: (i) either such Certificate be properly endorsed or otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred; and (ii) the Person requesting such payment will pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

All Merger Consideration paid upon surrender of Certificates or transfer of Uncertificated Shares in accordance with the terms of the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Stock formerly represented by such Certificate or Uncertificated Shares. From and after the Effective Time, there will be no further transfers or registration of transfers of shares of Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent or the Exchange Agent, they will be canceled and exchanged for the Merger Consideration in accordance with the procedures described above.

Lost Certificates

If any Certificate is lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will, subject to the provisions of the Merger Agreement governing Dissenting Shares, issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Common Stock represented by such Certificate, as contemplated by the Merger Agreement.

Unclaimed Merger Consideration

Any portion of the Merger Consideration made available to the Exchange Agent that remains unclaimed by the holders of shares of Common Stock twelve (12) months after the Effective Time will be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Common Stock for the Merger Consideration in accordance with the Merger Agreement prior to that time will thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such shares without any interest thereon and subject to any applicable taxes withheld pursuant to the Merger Agreement. Neither Parent nor the Surviving Corporation will be liable to any holder of shares of Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar applicable laws. To the extent permitted by applicable law, any amounts remaining unclaimed by such holders of Common Stock two (2) years after the Effective Time, or at such earlier date as is immediately

 

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prior to the time at which such amounts would otherwise escheat to or become property of any governmental authority, will become the property of the Surviving Corporation (or at the option of Parent, Parent) free and clear of any claims or interest of any such holders (and their successors, assigns or personal representatives) previously entitled thereto.

Deposit Amount

Concurrently with the execution and delivery of the Merger Agreement, Parent deposited the Deposit Amount, which equals the Parent Termination Fee, with the Company.

The Company must hold the Deposit Amount in a separate account at a commercial bank in the United States with at least $25,000,000,000 in assets (the “Depository Bank”). The Company has the right to invest and reinvest the Deposit Amount as determined by the Company from time to time; provided, however, that any such investment must be limited to: (i) direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively; or (ii) certificates of deposit, bank repurchase agreements or banker’s acceptances offered by the Depository Bank. All investment earnings will be held at the Depository Bank until distributed in accordance with the Merger Agreement, and all investment losses will be charged against the Deposit Amount; provided, however, than in no event will Parent be required to deposit with the Company any additional amounts to replenish any such investment losses. The Company will not be liable for any loss to the Deposit Amount resulting from the investments described in the preceding sentences, except to the extent that a court of competent jurisdiction determines, by a final, non-appealable order, that the Company’s gross negligence, bad faith or willful misconduct caused such loss.

If the Closing is consummated pursuant to the terms of the Merger Agreement, then, at the Closing, the Deposit Amount, together with any investment earnings and interest earned thereon, will be sent by the Company to the Exchange Agent in accordance with the Merger Agreement and the Deposit Amount, together with any investment earnings and interest earned thereon, will be used to fund a portion of the aggregate Merger Consideration. If the Merger Agreement is validly terminated in accordance with the Merger Agreement and Parent is required to pay the Parent Termination Fee pursuant to the Merger Agreement in connection with such termination, then the Company will be entitled to permanently retain the Deposit Amount, and: (i) the investment earnings and interest earned thereon will be available to pay the Enforcement Expenses, if any, which the Company is entitled to collect pursuant to the Merger Agreement; and (ii) the Company will promptly return to Parent any balance of the investment earnings and interest earned on the Deposit Amount that remains after the payment of such Enforcement Expenses. If the Merger Agreement is validly terminated and the Parent Termination Fee is not payable pursuant to the Merger Agreement in connection with such termination, then the Company must return the Deposit Amount, together with any investment earnings and interest earned thereon, to Parent in accordance with the Merger Agreement. The Deposit Amount may only be used for the foregoing purposes and may not be used for any other purpose.

Representations and Warranties

The Merger Agreement contains representations and warranties made by TrueCar to Parent and Merger Subsidiary and representations and warranties made by Parent to TrueCar. Certain of the representations and warranties in the Merger Agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain personnel of the party making the representation did not have actual knowledge, after reasonably due inquiry of their direct reports. In addition, the representations and warranties of TrueCar contained in the Merger Agreement are subject to the qualifications set forth in the TrueCar Disclosure Schedule, and in most cases certain of the reports of TrueCar filed with or furnished to the SEC on or after January 1, 2024 and publicly available at least two (2) business days prior to the date of the Merger Agreement (excluding any risk factor disclosures solely set forth under the heading “Risk Factors” ​(other than any factual information contained therein), any “forward-looking statements” disclaimer, and any other disclosures contained or referenced therein of information, factors or risk to the extent they are predictive, cautionary or forward -looking in nature (other than any factual information contained therein)).

 

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Furthermore, certain of the representations and warranties in the Merger Agreement made by TrueCar are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means, with respect to TrueCar, any fact, event, circumstance, occurrence or effect: (i) having a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of TrueCar and its subsidiaries, taken as a whole; or (ii) prevents or materially impairs or delays, or would reasonably be expected to prevent or materially impair or delay, the ability of TrueCar to consummate the transactions contemplated by the Merger Agreement, except that, solely with respect to clause (i), none of the following matters, either alone or in combination, will be taken into account when determining whether a Material Adverse Effect has occurred, is occurring or would reasonably be expected to occur:

•

changes in generally accepted accounting principles in the United States, consistently applied (“GAAP”);

​

•

changes in the financial or securities markets or in general economic or political conditions;

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•

changes in applicable law;

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•

changes generally affecting the industry in which TrueCar or its subsidiaries operate;

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•

acts of war, sabotage or terrorism;

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•

the announcement or consummation of the Transactions;

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•

any failure by TrueCar and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period, although this bullet will not prevent a party from asserting that any effect not otherwise excluded by other clauses of the definition of Material Adverse Effect that may have contributed to such failure independently constitutes or contributes to a Material Adverse Effect;

​

•

any action taken (or omitted to be taken) by TrueCar or any of its subsidiaries that is required or expressly contemplated pursuant to the Merger Agreement;

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•

declines in the market price or trading volume of the shares of Common Stock, although this bullet will not prevent a party from asserting that any effect not otherwise excluded by other clauses of the definition of Material Adverse Effect that may have contributed to such change independently constitutes or contributes to a Material Adverse Effect; or

​

•

earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions, epidemics, pandemics or disease outbreaks and other force majeure events;

​

except, with respect to the first five and the tenth bullets above, to the extent that such effect has had a disproportionate adverse effect on TrueCar and its subsidiaries, taken as a whole, relative to other participants in the industries in which TrueCar and its subsidiaries operate, such effect may be taken into account in determining whether a Material Adverse Effect has occurred to the extent it has a disproportionate adverse effect.

In the Merger Agreement, TrueCar has made customary representations and warranties to Parent and Merger Subsidiary that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

•

due organization, valid existence, good standing and authority and qualification to conduct business with respect to TrueCar;

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•

TrueCar’s corporate power and authority to enter into and perform the Merger Agreement;

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•

the necessary vote of Company Stockholders in connection with the Merger Agreement and the Transactions;

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•

the enforceability of the Merger Agreement;

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•

the necessary approval and recommendation of the Board in connection with the Merger Agreement and the Transactions;

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•

the organizational documents of TrueCar and its subsidiaries;

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•

required governmental consents, approvals and regulatory filings in connection with the Merger Agreement and performance thereof;

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•

the absence of any of the following as a result of TrueCar’s execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby: (i) conflicts, violations or breaches of the organizational documents of TrueCar or any of its subsidiaries; (ii) conflicts, violations or breaches of applicable laws; (iii) requirements to provide notices, obtain consents, make payments or take other actions under, the occurrence of breaches of or defaults under, or the ability of any Person to terminate or cancel, or accelerate or otherwise change the rights and obligations of the parties under, certain contracts; or (iv) liens being created or imposed on the assets of TrueCar or its subsidiaries;

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•

the capital structure of TrueCar;

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•

the subsidiaries of TrueCar;

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the absence of undisclosed securities, options, warrants or other rights convertible into or exchangeable for TrueCar’s capital stock;

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the absence of any obligations on the part of TrueCar or its subsidiaries to repurchase, redeem or acquire any of the capital stock of TrueCar;

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the absence of accrued and unpaid dividends with respect to outstanding shares of Common Stock or Company Equity Awards;

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the absence of certain arrangements relating to the voting or registration of Common Stock or other equity interests of TrueCar and its subsidiaries;

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the absence of stockholder rights plans, “poison pills,” antitakeover plans similar devices to which TrueCar or any of its subsidiaries is subject, party or otherwise bound;

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the accuracy and timeliness of TrueCar’s SEC filings;

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TrueCar’s disclosure controls and procedures;

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TrueCar’s internal controls over financial reporting;

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TrueCar’s compliance with the listing and corporate governance rules and regulations of Nasdaq;

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TrueCar’s financial statements;

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the form and substance of, and the accuracy of information included in, this proxy statement;

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since June 30, 2025, (a) TrueCar’s and its subsidiaries’ conduct of the business in the ordinary course of business consistent with past practice; and (b) the absence of: (i) certain actions taken by TrueCar or its subsidiaries or events that would have required the consent of Parent pursuant to the terms of the Merger Agreement had such actions or events occurred after the date of the Merger Agreement; and (ii) a Material Adverse Effect.

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the absence of: (i) specified undisclosed liabilities; and (ii) off-balance sheet arrangements;

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TrueCar’s compliance with laws and its permits;

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compliance with applicable anti-corruption and anti-money laundering laws;

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litigation matters;

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certain real property and tangible property owned or leased by a TrueCar or a subsidiary thereof;

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trademarks, patents, copyrights and other intellectual property matters, including technology and privacy matters;

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tax matters;

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employee benefit plans and labor and employment matters;

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environmental matters;

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the existence, enforceability and status of specified categories of TrueCar’s material contracts;

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payment of fees to brokers in connection with the Merger Agreement;

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the rendering of Morgan Stanley’s opinion to the Board;

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the inapplicability of anti-takeover statutes to the Merger Agreement, the Support Agreements and the transactions contemplated by the foregoing;

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insurance matters;

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the absence of certain undisclosed transactions, agreements or understandings required to be disclosed under Item 404(a) of Regulation S-K;

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the size of TrueCar under the HSR Act; and

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the absence of other representations and warranties made with respect to TrueCar or its subsidiaries.

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In the Merger Agreement, Parent has made customary representations and warranties to TrueCar that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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due organization, good standing and authority and qualification to conduct business with respect to Parent and Merger Subsidiary;

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Parent’s and Merger Subsidiary’s authority to enter into and perform the Merger Agreement, the Support Agreements and the Equity Commitment Letter;

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the enforceability of the Merger Agreement, the Support Agreements and the Equity Commitment Letter;

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required governmental consents, approvals and regulatory filings in connection with the Merger Agreement and performance thereof;

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the absence of any of the following as a result of Parent’s and Merger Subsidiary’s execution, delivery and performance of the Merger Agreement, the Support Agreements and the Equity Commitment Letter and the consummation by Parent and Merger Subsidiary of the transactions contemplated thereby: (i) conflicts, violations or breaches of the organizational documents of Parent and Merger Subsidiary; (ii) conflicts, violations or breaches of applicable laws; (iii) requirements to provide notices, obtain consents, make payments or take other actions under, the occurrence of defaults under, or the ability of any Person to terminate or cancel, or accelerate or otherwise change the rights and obligations of the parties under, certain contracts binding upon Parent or any of its subsidiaries; or (iv) liens being created or imposed on the assets of Parent or its subsidiaries;

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accuracy of information to be provided in this proxy statement;

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payment of fees to brokers in connection with the Merger Agreement;

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the commitment to provide the Equity Financing to Parent, the availability of the Equity Financing and sufficiency of funds;

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the solvency of the Surviving Corporation, on a consolidated basis, immediately following the consummation of the Transactions;

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the absence of ownership of five percent (5%) or more of TrueCar’s capital stock by Parent and its affiliates;

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the absence of any stockholder or management arrangements related to the Merger (except for the Equity Commitment Letter and the Support Agreements);

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the size of Parent under the HSR Act;

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the Deposit Amount; and

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the exclusivity and terms of the representations and warranties made by TrueCar.

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The representations and warranties in the Merger Agreement of each of TrueCar, Parent and Merger Subsidiary will not survive the consummation of the Merger or, except in the case of actual and intentional fraud, the termination of the Merger Agreement.

 

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Conduct of Business Pending the Merger

The Merger Agreement provides that, except: (i) as required by applicable law; (ii) as expressly required by the Merger Agreement; (iii) as set forth in the TrueCar Disclosure Schedule; or (iv) if Parent consents in writing (such consent to not be unreasonably withheld, conditioned or delayed), from the date of the Merger Agreement until the Effective Time (or such earlier date and time on which the Merger Agreement is terminated in accordance with its terms), TrueCar will, and will cause its subsidiaries to, use reasonable best efforts to conduct its business in the ordinary course.

In addition, TrueCar has also agreed that, except with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed) or as expressly contemplated by the Merger Agreement or as set forth in the TrueCar Disclosure Schedule or as required by applicable law, from the date of the Merger Agreement until the Effective Time (or such earlier date and time on which the Merger Agreement is terminated in accordance with its terms), TrueCar will not, and will not permit any of its subsidiaries to, among other things (and subject to certain exceptions):

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amend its certificate of incorporation, Bylaws or similar organizational documents;

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adjust, split, combine or reclassify any shares of its capital stock;

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declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock;

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redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire, any of the capital stock or other equity interests of TrueCar or any of the capital stock or other equity interests of any of TrueCar’s subsidiaries;

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issue, deliver, pledge, grant, transfer, or sell any of the capital stock or other equity interests of TrueCar or any of TrueCar’s subsidiaries or authorize doing so;

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amend any term of any capital stock or other equity interests of TrueCar or of any of TrueCar’s subsidiaries;

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acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation or partnership or other business organization, or division thereof, or a material amount of the assets, securities, properties, interests or businesses of such Person;

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sell, lease or otherwise transfer any of its material assets, securities, properties, interests or businesses;

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make any material loans, advances or capital contributions to, or investments in, any other Person;

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incur any indebtedness for borrowed money or guarantees of the same;

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except as required by any Employee Plan (as defined in the Merger Agreement) as in effect as of the date of the Merger Agreement and disclosed to Parent or except as otherwise provided in the Merger Agreement or by applicable law:

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announce or accelerate the vesting or payment of, or grant any compensatory equity award;

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increase any severance or termination pay (or amend any existing severance pay or termination arrangement) for the benefit of any of the employees, directors, or other service providers of TrueCar or its subsidiaries;

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establish, adopt, enter into or materially amend any material service, consulting, deferred compensation or other similar material contract;

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increase the compensation or bonus opportunity payable or to become payable or benefits provided under any Employee Plan;

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establish, adopt, materially amend or terminate any material Employee Plan;

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hire any new employees not in the ordinary course of business or whose annualized base compensation and incentive compensation opportunity exceeds $250,000; or

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terminate, other than for cause or an employee’s performance failure: (i) more than, in the aggregate, ten (10) employees holding a title below the vice president level; or (ii) any TrueCar employees holding a title of vice president or higher;

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change TrueCar’s methods of accounting, except as required by concurrent changes in GAAP or in Regulation S-X of the Exchange Act;

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(A) make, revoke or change any material tax election, (B) adopt or change any material accounting method for tax purposes or change any tax accounting period, (C) request or agree to any extension or waiver of the statute of limitations relating to a material amount of taxes, (D) file any material amended tax return, (E) enter into any “closing agreement” described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. applicable law), (F) surrender any right to claim a material tax refund, (G) settle, adjust or compromise any audit, examination, claim or other proceeding relating to a material tax liability, or (H) prepare and file any material tax return in a manner materially inconsistent with past practice;

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waive, settle or compromise any material cause of action, proceeding, claim, charge, complaint, suit, hearing, litigation, audit, arbitration, inquiry or investigation (whether civil, criminal, administrative, judicial or investigative) that is by or before any governmental authority and involves or is against TrueCar or any of its subsidiaries;

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enter into, materially amend or modify or terminate, any Material Contracts (as defined in the Merger Agreement);

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engage in any transaction with, or enter into any contract or other arrangement or understanding with, any affiliate of TrueCar or other Person covered by Item 404 of Regulation S-K that would be required to be disclosed under Item 404(a) of Regulation S-K;

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adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise change its form of legal entity;

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implement any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs or other such actions at a level that triggers the WARN Act;

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incur or commit to incur any capital expenditure greater than $500,000 in the aggregate;

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modify any privacy policies of TrueCar or any of its subsidiaries or integrity, security, or operation of TrueCar’s information technology systems in a manner that would materially impede the ability of TrueCar or any of its subsidiaries to conduct their businesses as they are currently conducted;

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abandon, allow to lapse, sell, assign, transfer, grant any security interest in, otherwise encumber of dispose of any intellectual property owned by TrueCar or its subsidiaries, or grant any right or license to any such intellectual property;

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adopt or implement any stockholder rights plan or similar arrangement;

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enter into any voting agreement, voting trust, stockholder agreement or other similar contract applicable to or governing the voting of any shares of capital stock of TrueCar or equity, membership, partnership or other interests in any of TrueCar’s subsidiaries; or

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agree, resolve or commit to do any of the foregoing.

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Special Meeting

Subject to the terms and conditions of the Merger Agreement, TrueCar agreed to cause the Special Meeting to be duly called and held as soon as reasonably practicable (and no later than thirty (30) days following the first mailing of this proxy statement to TrueCar Stockholders) for the purpose of obtaining the Company Stockholder Approval.

Once established, TrueCar is not permitted to change the record date for the Special Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned), unless required by applicable law. Subject to the terms and conditions of the Merger Agreement, the Board is required to: (i) include the Company Board Recommendation in favor of the Merger Proposal in this proxy statement; (ii) use reasonable best efforts to obtain the Company Stockholder Approval (which efforts must include engaging a reputable proxy solicitor on customary terms); and (iii) otherwise comply with all applicable laws relating to the Special Meeting.

 

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Notwithstanding the foregoing, if on a date for which the Special Meeting is scheduled, TrueCar has not received proxies representing a sufficient number of shares of Common Stock to constitute a quorum or to obtain the Company Stockholder Approval, TrueCar will have the right to make postponements or adjournments of the Special Meeting (except that TrueCar may not postpone, recess or adjourn the Special Meeting more than two (2) times or to a date that is less than five (5) business days before the End Date pursuant to this sentence without Parent’s prior written consent).

TrueCar will use reasonable best efforts to keep Parent reasonably informed regarding its solicitation efforts and voting results following the dissemination of this proxy statement to TrueCar Stockholders. Without the prior written consent of Parent, the adoption of the Merger Agreement and the Transactions (including the Merger) will be the only matter (other than procedural matters including stockholder approval of golden parachute compensation) that TrueCar may propose to be acted on at the Special Meeting.

If the Board makes an Adverse Recommendation Change, it will not alter the obligation of TrueCar to submit the adoption of the Merger Agreement and the approval of the Merger to a vote of the holders of Common Stock at the Special Meeting, unless the Merger Agreement is terminated in accordance with its terms prior to the Special Meeting.

Go Shop; No Solicitation; Other Offers

Go Shop

During the period beginning on the date of the Merger Agreement and continuing until the No-Shop Period Start Date and notwithstanding anything to the contrary contained in specified provisions of the Merger Agreement that are summarized below under the caption “No Solicitation or Negotiation”, TrueCar and its subsidiaries and their respective Representatives had the right to:

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solicit, initiate and knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal from any third party that is not a No-Shop Party;

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continue, encourage, enter into or participate in any discussions or negotiations with, furnish any non-public information relating to TrueCar or any of its subsidiaries or afford access to the business, properties, assets, books or records of TrueCar or any of its subsidiaries to any third party that is not a No-Shop Party in furtherance of any Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement; provided that (A) all such information (to the extent not previously provided or made available to Parent) was required to be provided or made available to Parent prior to or substantially concurrently with the time it is provided or made available to such third party (and in any event within twenty-four (24) hours), and (B) TrueCar and its subsidiaries were prohibited from paying, agreeing to pay or causing to be paid or reimbursed, or agreeing to reimburse or causing to be reimbursed, the expenses of any such third party in connection with any Acquisition Proposal or inquiry; and

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approve, authorize, agree, or publicly announce any intention to do any of the actions described in the preceding two bullets; provided that if any such action had the effect of withdrawing or amending, qualifying or modifying the Company Board Recommendation, in each case, in a manner adverse to Parent, such action would be deemed to be an Adverse Recommendation Change unless the Board reaffirmed the Company Board Recommendation in connection with such action.

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No Solicitation or Negotiation

Under the terms of the Merger Agreement, except as expressly permitted by the exceptions described above under the caption “Go Shop” and certain exceptions described below, until the earlier to occur of the termination of the Merger Agreement pursuant to its terms or the Effective Time, neither TrueCar nor any of its subsidiaries may, and TrueCar and its subsidiaries must cause their respective Representatives not to, directly or indirectly:

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solicit, initiate or knowingly take any action to facilitate or encourage any Acquisition Proposal;

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continue, encourage, enter into or participate in any discussions or negotiations with, furnish any non-public information relating to TrueCar or any of its subsidiaries, or afford access to the business,

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properties, assets, books or records of TrueCar or any of its subsidiaries to any third party in furtherance of any Acquisition Proposal;

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make an Adverse Recommendation Change (as defined below);

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amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of TrueCar or any of its subsidiaries;

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enter into any Alternative Acquisition Agreements;

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approve, except at the written request or with the prior written consent of Parent, any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or

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approve, authorize, agree, or publicly announce any intention to do any of the foregoing.

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In addition, subject to certain exceptions described below, TrueCar was required to, and was required to cause its Representatives, its subsidiaries and its subsidiaries’ Representatives to, do the following: (i) with respect to any No-Shop Party, on the date of the Merger Agreement; and (ii) with respect to any other third party (other than an Excluded Party), on the No-Shop Period Start Date:

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cease immediately and cause to be terminated any and all existing discussions or negotiations, if any, with any third party and its Representatives conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal;

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promptly request that all copies of all confidential information that TrueCar or any of its Representatives have distributed or made available to any such third party in connection with their consideration of any Acquisition Proposal (and all analyses and other materials prepared by or on behalf of such third party that contains, reflects or analyzes that information) be promptly destroyed or returned to the extent required by any confidentiality or similar agreement with such third party; and

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cause any physical or virtual data room to no longer be accessible to or by any such third party.

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If after the date of the Merger Agreement and prior to obtaining the Company Stockholder Approval, TrueCar or any of its Representatives receives a bona fide Acquisition Proposal that is not a result of a breach of the provisions of the Merger Agreement that govern the solicitation of Acquisition Proposals, then TrueCar and its Representatives may enter into an Acceptable Confidentiality Agreement and make inquiries for the purpose of clarifying such Acquisition Proposal as is reasonably necessary to determine if such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal.

Additionally, if the Board reasonably determines that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then TrueCar and its Representatives may:

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enter into and participate in negotiations or discussions with the third party and its Representatives making such an Acquisition Proposal; and

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furnish to such third party or its Representatives non-public information relating to TrueCar or any of its subsidiaries or afford access to the business, properties, assets, books or records of TrueCar or any of its subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that all such information not previously provided or made available to Parent is provided or made available to Parent prior to or substantially concurrently with the time it is provided or made available to such third party.

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Certain Notices

At any time from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time, TrueCar will:

•