TrueCar, Inc.: M&A transaction — TrueCar completes $227M take-private at $2.55/share; delists from Nasdaq, Painter returns as CEO

TrueCar, Inc.

All outstanding shares (except rollover/dissenting) canceled for $2.55 cash; aggregate consideration ~$227M.
TrueCar stock ceased trading on Nasdaq on January 21, 2026; intends to terminate SEC reporting obligations.
Scott Painter appointed CEO and sole director; former directors and officers resigned effective upon Merger close.
Strategic investor group includes PenFed, Zurich North America, AutoNation (NYSE: AN), Impel AI, ID.me, CRIF, In The Car.
Transaction funded by consortium led by Fair Holdings; PenFed CEO James Schenck to join Fair Holdings board.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TrueCar, Inc. underwent a change of control involving Fair Holdings, Inc. for $2.55 per share in cash (closed 2026-01-21).

Action: change of control
Counterparty: Fair Holdings, Inc.
Consideration: $2.55 per share in cash
Closing: 2026-01-21

Exact text from the filing

their respective subsidiaries, excluding any Rollover Shares (each of (ii) and (iii), an “Excluded Share”)), was automatically canceled and converted into the right to receive $2.55 per share in cash, without interest (the “Merger Consideration”) and subject to any applicable withholding taxes. At the Effective Time, each Excluded Share was automatically

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Source: SEC EDGAR

accession 0001104659-26-005627

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