TrueCar (TRUE) Proxy Filing summary

Executive summary

• A definitive agreement was reached for a founder-led group to acquire the company in an all-cash, go-private transaction at $2.55 per share, valuing the equity at approximately $227 million.

• The transaction is led by the founder, who will return as CEO, and is backed by an equity commitment from Alpha Auto 2, LLC, with additional syndicate financing planned.

• The Board of Directors unanimously approved the transaction after a strategic review, and the deal includes a 30-day go-shop period for alternative proposals.

• The transaction is expected to close in Q4 2025 or early 2026, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the Merger Agreement and approval of the merger at a special meeting.

• The largest collective stockholder, Caledonia, has committed to vote in favor of the transaction.

• Voting and Support Agreements have been executed with directors, executive officers, and key stockholders, representing over 25% of outstanding shares.

• A 30-day go-shop period allows the solicitation of alternative acquisition proposals until November 13, 2025.

Board of directors and corporate governance

• The Board unanimously determined the merger to be fair and in the best interests of shareholders.

• The Board’s recommendation to approve the merger remains in effect unless a superior proposal arises.

• Upon closing, the founder will return as CEO, and the company will become a wholly owned subsidiary of the acquirer.