4//SEC Filing
Reigersman Jantoon 4
Accession 0001327318-26-000018
CIK 0001327318other
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 7:08 PM ET
Size
13.5 KB
Accession
0001327318-26-000018
Research Summary
AI-generated summary of this filing
TrueCar CEO Jantoon Reigersman Sells 1.75M Shares in Merger
What Happened
Jantoon Reigersman, President & CEO and a director of TrueCar, disposed of 1,748,286 common shares at $2.55 per share for $4,458,129 in connection with the company’s merger closing on January 21, 2026. The Form 4 also reports disposition/cancellation of several derivative awards (RSUs/PSUs/options) that were treated under the Merger Agreement — some shown with $0 on the form but addressed in the filing footnotes.
Key Details
- Transaction date: January 21, 2026 (Effective Time of the merger). Form 4 filed Jan 23, 2026 (appears timely).
- Cash consideration per share: $2.55 (Merger Consideration).
- Reported cash proceeds: 1,748,286 shares × $2.55 = $4,458,129.
- Additional items reported as dispositions at $0: 485,558 shares (derivative), 205,922 shares (derivative), and 66,560 shares (derivative). Footnotes explain these represent cancelled RSUs/PSUs/options per the Merger Agreement (see below).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Relevant footnotes (summary):
- F1: The company was merged into a parent/entity at the Effective Time.
- F2: Outstanding RSUs were canceled in exchange for cash equal to $2.55 per underlying share, less applicable withholding.
- F3: PSUs were canceled without consideration unless they qualified as certain change-in-control units (then cashed at $2.55/share less tax).
- F4: Options that were not in-the-money were canceled for no consideration.
- F5–F6: Vesting schedules referenced for certain options (monthly vesting beginning in 2021).
- Filing timeliness: Form 4 was filed two days after the transaction date (appears timely).
Context
- These were not open-market sell orders; the dispositions occurred as part of the Merger Agreement (disposition to the issuer/transaction at merger closing). That distinction is important because proceeds reflect the negotiated merger consideration ($2.55/share), not insider sentiment from a voluntary sale.
- Some derivative awards show $0 on the Form 4, but footnotes indicate RSUs/eligible PSUs were converted to cash at the merger price (less withholding) while certain PSUs and out-of-the-money options were canceled for no consideration.
Insider Transaction Report
Form 4Exit
TrueCar, Inc.TRUE
Reigersman Jantoon
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-21$2.55/sh−1,748,286$4,458,129→ 0 total - Disposition to Issuer
Performance Stock Units
[F3][F1]2026-01-21−485,558→ 0 total→ Common Stock (485,558 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F1][F4][F5]2026-01-21−205,922→ 0 totalExercise: $4.67Exp: 2031-01-27→ Common Stock (205,922 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F1][F4][F6]2026-01-21−66,560→ 0 totalExercise: $5.17Exp: 2031-03-12→ Common Stock (66,560 underlying)
Footnotes (6)
- [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.
- [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]The option vested in 48 monthly installments beginning on May 27, 2021.
- [F6]The option vested in 48 monthly installments beginning on March 15, 2021.
Signature
/s/ Jeff Swart, by Power of Attorney|2026-01-23
Documents
Issuer
TrueCar, Inc.
CIK 0001327318
Entity typeother
Related Parties
1- filerCIK 0001724037
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 7:08 PM ET
- Size
- 13.5 KB