Foley Oliver 4
Accession 0001327318-26-000014
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 7:03 PM ET
Size
8.8 KB
Accession
0001327318-26-000014
Research Summary
AI-generated summary of this filing
TrueCar (TRUE) CFO Foley Oliver Sells Shares in Merger
What Happened
Foley Oliver, TrueCar’s Chief Financial Officer, disposed of company stock in connection with the merger that closed on January 21, 2026. He received $2.55 per share for 340,562 common shares (total cash received $868,433). An additional 283,611 derivative units (RSUs/PSUs) were canceled in the transaction and are reported as having no cash value in this filing.
Key Details
- Transaction date: January 21, 2026 (Effective Time of the merger).
- Sale/Disposition: 340,562 common shares converted to cash at $2.55/share = $868,433.
- Derivative disposition: 283,611 units reported at $0 (canceled/forfeited or otherwise not paid out).
- Shares owned after transaction: All outstanding TrueCar common shares were canceled at the Effective Time; reporting person holds no company common stock after the merger.
- Notable footnotes: Merger Agreement provided that each outstanding share was canceled for $2.55 cash (F1 & F2). RSUs were to be cashed out at the merger consideration less withholding (F2); PSUs were canceled without consideration unless they qualified as a Change in Control Determined Unit (F3). The $0 derivative line reflects PSUs or other performance units that did not result in cash consideration per the agreement.
- Filing timeliness: Report filed Jan 23, 2026 for a Jan 21, 2026 transaction — appears timely (no late-filing flag).
Context
This activity is a merger-related cash-out, not an open-market sale or a purchase signal. The common shares were converted into the merger consideration; certain performance-based awards were canceled without payout per the award terms. For retail investors, merger cash-outs reflect the deal terms rather than a typical insider trading decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-21$2.55/sh−340,562$868,433→ 0 total - Disposition to Issuer
Performance Stock Units
[F3][F1]2026-01-21−283,611→ 0 total→ Common Stock (283,611 underlying)
Footnotes (3)
- [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.
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time each outstanding Company PSU was canceled without consideration or, in the case of a Company PSU that qualified as a Change in Control Transaction Determined Unit (as determined in accordance with the Performance Unit Award Determination, Vesting and Issuance Criteria attached to the Performance Unit Award Agreement evidencing the award of such Company PSU and reflected herein), was canceled in exchange for an amount in cash equal to the Merger Consideration per share of Company Stock underlying each Company PSU, less any applicable withholding taxes.
Signature
Documents
Issuer
TrueCar, Inc.
CIK 0001327318
Related Parties
1- filerCIK 0001997734
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 7:03 PM ET
- Size
- 8.8 KB