Swart Jeff 4

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.