Rodriguez Diego A 4

What Happened
Diego A. Rodriguez, a director of TrueCar, reported a disposition to the issuer of 198,892 shares on January 21, 2026. The shares were converted into cash at $2.55 per share for a total of $507,175 as part of the company’s merger closing (not an open-market sale).

Key Details

• Transaction date: January 21, 2026 (Effective Time of the merger)
• Price / consideration: $2.55 per share; total cash received $507,175
• Transaction code: D (Disposition to the issuer) — shares were canceled/converted under the merger agreement
• Filing date: January 23, 2026 (Form 4 filed promptly after the Jan 21 transaction)
• Shares owned after transaction: The merger converted all outstanding Company stock into cash; the filing does not report retained public common shares (no public TrueCar shares remained after the merger).
• Related footnotes: The disposition resulted from the Agreement and Plan of Merger (Oct 14, 2025). At the Effective Time, each outstanding share was canceled for $2.55 cash; outstanding RSUs were also canceled for cash equal to $2.55 per underlying share, less withholding taxes.

Context
This was not a typical insider market sale but a corporate transaction: TrueCar merged into a private parent and all outstanding shares (and RSUs) were converted into a fixed cash payment. Such dispositions reflect deal terms rather than a director’s individual decision to sell on the open market, so they should be interpreted as merger-related liquidity rather than a stock-specific trading signal.