Foley Oliver 4

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.