TrueCar (TRUE) investor relations material

Executive summary

• A special meeting is scheduled for December 22, 2025, to vote on a proposed merger where shareholders will receive $2.55 per share in cash, with the company becoming a wholly owned subsidiary of Fair Holdings, Inc., led by the founder and backed by Alpha Auto 2, LLC.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the adjournment proposal, citing a premium to recent trading prices and a thorough strategic review process.

• The merger is expected to close in late 2025 or early 2026, subject to shareholder approval and other customary closing conditions.

• Morgan Stanley provided a fairness opinion, concluding the merger consideration is fair from a financial point of view.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as votes against.

• Support agreements are in place with major shareholders and management, representing over 24% of shares.

• Appraisal rights are available for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board conducted a year-long strategic review, including outreach to 39 potential buyers and negotiations with multiple parties.

• The board considered risks, alternatives, and the interests of shareholders, concluding the merger is in the best interest of shareholders.

• Support agreements require directors and officers to vote in favor of the merger.