TrueCar (TRUE) Proxy Filing summary

Executive summary

• A proposed acquisition of the company by Fair Holdings, Inc., led by the founder and backed by Alpha Auto 2, LLC, is pending shareholder approval and regulatory clearance.

• The transaction offers a compelling and immediate cash premium for shareholders and is expected to close in Q4 2025 or early 2026.

• Independent proxy advisory firms ISS and Glass Lewis recommend voting in favor of the transaction.

• A special meeting of stockholders to vote on the transaction is scheduled for December 22, 2025.

Voting matters and shareholder proposals

• Shareholders are being solicited to vote on the proposed acquisition by Fair Holdings, Inc.

• The board unanimously recommends voting "FOR" the transaction, aligning with proxy advisor recommendations.

Board of directors and corporate governance

• The board, along with executive officers and certain employees, are participants in the proxy solicitation process.

• Information about directors and executive officers is available in the annual and proxy filings for 2024 and 2025.