Reigersman Jantoon 4

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.