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4//SEC Filing

Iosotaluno Faye 4

Accession 0001327318-26-000006

CIK 0001327318other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 6:56 PM ET

Size

6.0 KB

Accession

0001327318-26-000006

Research Summary

AI-generated summary of this filing

Updated

TrueCar (TRUE) Director Iosotaluno Faye Sells 333,833 Shares

What Happened

  • Iosotaluno Faye, a director of TrueCar, disposed of 333,833 shares on January 21, 2026 as part of the company’s merger. The shares were converted into cash at $2.55 per share, for total consideration of $851,274. The reported disposition is coded as a disposition to the issuer (D) tied to the merger closing, not an open-market sale.

Key Details

  • Transaction date: January 21, 2026 (Effective Time of the merger)
  • Price: $2.55 per share; Total cash received: $851,274
  • Transaction type: D — Disposition to issuer (shares canceled/converted under the Merger Agreement)
  • Shares owned after transaction: Not specified in the filing
  • Filing date: January 23, 2026 — filed within the typical Form 4 reporting window (timely)
  • Footnotes: The Merger Agreement (effective Jan 21, 2026) provided that each outstanding share was canceled and converted into $2.55 cash per share. Any outstanding RSUs held by the reporting person were similarly canceled and paid in cash equal to $2.55 per underlying share, less applicable withholding taxes.

Context

  • This was a merger cash-out — the company was acquired and outstanding common shares (and RSUs) were cancelled for cash consideration. That means the disposition reflects the corporate transaction mechanics rather than an insider "selling" shares in the market; it does not necessarily indicate the director’s view of the company’s prospects.

Insider Transaction Report

Form 4Exit
Period: 2026-01-21
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-01-21$2.55/sh333,833$851,2740 total
Footnotes (2)
  • [F1]On January 21, 2026 (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 14, 2025, by and between TrueCar, Inc., a Delaware corporation (the "Company"), Fair Holdings, Inc., a Delaware corporation ("Parent"), and Rapid Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), Merger Subsidiary merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Merger"). Defined terms not otherwise defined herein shall have the meaning set forth in the Merger Agreement.
  • [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time (i) each outstanding share of Company Stock was canceled and converted into the right to receive $2.55 per share in cash (the "Merger Consideration"), and (ii) each outstanding Company RSU held by the reporting person was canceled in exchange for an amount in cash equal to the Merger Consideration per share of Company Stock underlying each Company RSU, less any applicable withholding taxes.
Signature
/s/ Jeff Swart, by Power of Attorney|2026-01-23

Issuer

TrueCar, Inc.

CIK 0001327318

Entity typeother

Related Parties

1
  • filerCIK 0001890780

Filing Metadata

Form type
4
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 6:56 PM ET
Size
6.0 KB