TrueCar, Inc. 8-K

What Happened

• TrueCar, Inc. filed an 8-K on December 23, 2025 reporting that its special meeting of stockholders approved the Agreement and Plan of Merger among TrueCar, Fair Holdings, Inc. (Parent) and Rapid Merger Subsidiary, Inc. (Merger Subsidiary). Under the Merger Agreement, Merger Subsidiary will merge into TrueCar and TrueCar will survive as a wholly‑owned subsidiary of Parent.
• Record date was November 13, 2025. There were 88,940,050 shares of common stock outstanding and 70,119,700 shares (≈78.83%) were present or represented, constituting a quorum. The Merger Proposal passed with 69,723,284 votes for, 84,731 against and 311,685 abstentions. The advisory compensation proposal and an adjournment proposal also were approved. The company expects the Merger to close in January 2026, subject to satisfaction or waiver of closing conditions in the Merger Agreement.

Key Details

• Outstanding shares (record date): 88,940,050; shares represented at the meeting: 70,119,700 (≈78.83%).
• Merger vote tally: For 69,723,284 | Against 84,731 | Abstentions 311,685.
• Advisory (non‑binding) compensation vote: For 67,101,348 | Against 2,783,000 | Abstentions 235,352.
• Filings: Press release announcing results filed as Exhibit 99.1 on December 23, 2025; closing expected January 2026, subject to closing conditions (including financing and any required regulatory approvals).

Why It Matters

• If completed, TrueCar will become a wholly‑owned subsidiary of Fair Holdings, changing its ownership structure and potentially its public reporting and share liquidity. The closing is not guaranteed — the filing highlights risks including the need for additional equity financing, satisfaction of closing conditions, and potential regulatory approvals. Investors should note the advisory compensation vote was non‑binding and that the timeline and outcomes remain subject to the risks and conditions disclosed in the filing.