Harrington Brendan L 4

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.