TrueCar (TRUE) Proxy Filing summary

Executive summary

• Agreement reached for acquisition by an investor group led by the founder, transitioning the company to private ownership, with closure expected by late 2025 or early 2026.

• The transaction delivers an all-cash premium to stockholders and is unanimously supported by the board and the largest stockholder.

• Founder Scott Painter will return as CEO post-closing, with no immediate changes to leadership or operations until the deal closes.

• The company will continue to operate under its current name and brand, maintaining its focus on consumers, dealers, and affinity partners.

• The move to private ownership is expected to provide greater flexibility for investment and innovation.

Voting matters and shareholder proposals

• Stockholders will vote on the proposed acquisition at a special meeting, with the transaction subject to their approval and other customary closing conditions.

• Stockholders will receive $2.55 in cash per share upon closing.

Board of directors and corporate governance

• The board unanimously approved the acquisition and supports the transition to private ownership.

• Information on directors and executive officers is available in the annual proxy statement and will be updated in future filings.