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4//SEC Filing

Swart Jeff 4

Accession 0001327318-26-000016

CIK 0001327318other
View on SEC.govCompany Profile

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 7:05 PM ET

Size

24.8 KB

Accession

0001327318-26-000016

Research Summary

AI-generated summary of this filing

Updated

TrueCar EVP Jeff Swart Sells Shares in Merger for $1.19M

What Happened

  • Jeff Swart, EVP, General Counsel & Secretary of TrueCar (TRUE), disposed of 466,428 shares at $2.55 per share for $1,189,391 as part of the company’s Jan 21, 2026 merger. In addition, 882,001 shares worth of RSUs/PSUs/options were canceled or otherwise disposed (reported with $0 proceeds) under the merger terms. These transactions were dispositions to the issuer pursuant to the merger.

Key Details

  • Transaction date: January 21, 2026 (Effective Time of the merger)
  • Filing date: January 23, 2026 (filed within the typical 2-business-day Form 4 window)
  • Cash proceeds: 466,428 shares × $2.55 = $1,189,391
  • Other disposals: 882,001 shares of derivative awards/options reported as $0 proceeds (reflects cancellation or non‑payment for certain PSUs/options per merger terms)
  • Total shares/awards reported disposed: 1,348,429
  • Relevant footnotes: F1–F4 explain the merger, F2 notes RSUs were cash-settled at $2.55 less withholding, F3 notes some PSUs were canceled for no consideration unless qualifying for cash, and F4 notes certain options were canceled for no consideration if not in-the-money.
  • Shares owned after the transaction: not specified in the Form 4 filing

Context

  • These dispositions are merger-related: outstanding common shares were converted into $2.55 per share cash consideration and many equity awards were canceled or cash-settled under the merger agreement. Dispositions "to the issuer" here reflect surrender/cancellation for merger consideration rather than an open-market sale by the insider.

Insider Transaction Report

Form 4Exit
Period: 2026-01-21
TrueCar, Inc.TRUE
Swart Jeff
EVP, Gen. Counsel & Secretary
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-01-21$2.55/sh−466,428$1,189,391→ 0 total
  • Disposition to Issuer

    Performance Stock Units

    [F3][F1]
    2026-01-21−228,631→ 0 total
    → Common Stock (228,631 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    [F1][F4][F5]
    2026-01-21−200,000→ 0 total
    Exercise: $10.85Exp: 2026-08-11→ Common Stock (200,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    [F1][F4][F6]
    2026-01-21−56,736→ 0 total
    Exercise: $18.91Exp: 2027-06-10→ Common Stock (56,736 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    [F1][F4][F7]
    2026-01-21−90,000→ 0 total
    Exercise: $18.91Exp: 2027-06-10→ Common Stock (90,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    [F1][F4][F8]
    2026-01-21−78,337→ 0 total
    Exercise: $9.59Exp: 2028-05-12→ Common Stock (78,337 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    [F1][F4][F9]
    2026-01-21−54,432→ 0 total
    Exercise: $6.93Exp: 2029-03-15→ Common Stock (54,432 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    [F1][F4][F10]
    2026-01-21−127,273→ 0 total
    Exercise: $2.68Exp: 2030-03-16→ Common Stock (127,273 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    [F1][F4][F11]
    2026-01-21−46,592→ 0 total
    Exercise: $5.17Exp: 2031-03-12→ Common Stock (46,592 underlying)
Footnotes (11)
  • [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.
  • [F10]The option vested in 48 monthly installments beginning on March 15, 2020.
  • [F11]The option vested in 48 equal monthly installments beginning on March 15, 2021.
  • [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.
  • [F4]At the Effective Time each outstanding Company Option held by the Reporting Person was canceled for no consideration pursuant to the terms of the Merger Agreement applicable to Company Options that are not In-the-Money Company Options (as defined in the Merger Agreement).
  • [F5]4,166 shares subject to the option vested on August 11, 2016 and the remaining shares vested in forty-seven (47) equal monthly installments beginning on August 24, 2016.
  • [F6]The option vested in 48 monthly installments beginning on July 15, 2017.
  • [F7]The option vested as to 10% of the total number of shares subject to the option on June 15, 2018, as to 20% of such shares on June 15, 2019, as to 30% of such shares on June 15, 2020 and as to 40% of such shares on June 15, 2021.
  • [F8]The option vested in 48 monthly installments beginning on May 15, 2018.
  • [F9]The option vested in 48 monthly installments beginning on March 15, 2019.
Signature
/s/ Andrew Lackey, by Power of Attorney|2026-01-23

Documents

1 file

Issuer

TrueCar, Inc.

CIK 0001327318

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Entity typeother

Related Parties

1
  • filerCIK 0001688838

Filing Metadata

Form type
4
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 7:05 PM ET
Size
24.8 KB
View on SEC.gov