TrueCar (TRUE) Proxy Filing summary

Executive summary

• Entered into a Merger Agreement on October 14, 2025, with Fair Holdings, Inc. and Rapid Merger Subsidiary, Inc., making the company a wholly-owned subsidiary of Parent led by the founder and backed by Alpha Auto 2, LLC.

• Special meeting of stockholders scheduled for December 22, 2025, to vote on the approval and adoption of the Merger Agreement.

• Definitive Proxy Statement filed on November 24, 2025, with the SEC for the solicitation of proxies regarding the merger.

Voting matters and shareholder proposals

• Stockholders will vote on the approval and adoption of the Merger Agreement at the special meeting.

• Auto Holdings, LLC, owning approximately 6% of shares, agreed to vote in favor of the merger.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may be considered participants in the proxy solicitation for the merger.

• Additional information about directors and executive officers is available in the annual report and prior proxy filings.