Harrington Brendan L 4

Accession 0001327318-26-000008

CIK 0001327318other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 6:58 PM ET

Size

6.0 KB

Accession

0001327318-26-000008

AI-generated summary of this filing

Updated Jan 24, 2026

TrueCar (TRUE) Director Brendan L. Harrington Sells 429,030 Shares

What Happened

Brendan L. Harrington, a director of TrueCar, had 429,030 shares of TrueCar canceled and converted into cash at $2.55 per share as a disposition to the issuer on January 21, 2026, resulting in $1,094,027 in merger consideration. This was not an open‑market sale but a conversion/withdrawal of shares under the merger agreement.

Key Details

Transaction date: 2026-01-21 (Effective Time of the merger)
Price and value: $2.55 per share; total proceeds of $1,094,027
Transaction type/code: Disposition to issuer (D) in connection with a merger
Shares/ownership after transaction: Company shares were canceled at the Effective Time; the filing reflects the conversion of outstanding shares (report does not show remaining TrueCar common shares after the Merger)
Notable footnotes: F1/F2 — Merger Agreement (dated Oct 14, 2025) effected a merger on Jan 21, 2026; each outstanding share was canceled for $2.55 cash, and outstanding RSUs were canceled for cash equal to $2.55/share less applicable withholding taxes
Filing timeliness: Report filed Jan 23, 2026 for a Jan 21 transaction (filed within the typical Form 4 reporting window)

Context

This transaction results from the company’s merger (Merger Subsidiary merged into TrueCar) and the contractual conversion of shares to cash; it does not indicate an open‑market sale by the director. For RSUs, the filing notes cash payments were made equal to the merger price per share less withholding.

Form 4Exit

Period: 2026-01-21

Director

Transactions

Disposition to Issuer
Common Stock
[F1][F2]
2026-01-21$2.55/sh−429,030$1,094,027→ 0 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

1 file

TrueCar, Inc.

CIK 0001327318

Entity typeother