The acquisition of TrueCar will refocus the business on profitability and the future of how consumers access mobility. SANTA MONICA, Calif., Jan. 21, 2026 /PRNewswire/ -- TrueCar, one of the most recognized and trusted automotive brands, today announced the completion of its sale in a take-private transaction with Fair Holdings, Inc., led by TrueCar Founder Scott Painter, with a group of strategic partners, investors and lenders. The group includes PenFed Credit Union ("PenFed"), one of the nation's largest ...

SANTA MONICA, Calif., Dec. 23, 2025 /PRNewswire/ -- TrueCar, Inc. (NASDAQ: TRUE), one of the most recognized and trusted automotive digital marketplace brands, today announced that its stockholders voted to approve the previously announced acquisition of TrueCar by Fair Holdings, Inc. ("Fair Holdings"), an entity led by TrueCar founder Scott Painter, at the Company's Special Meeting of Stockholders (the "Special Meeting"). "Approval of the transaction by stockholders is a pivotal moment for TrueCar," said ...

Core Viewpoint - TrueCar's Board of Directors is urging stockholders to vote in favor of the pending transaction with Fair Holdings, as recommended by leading independent proxy advisory firms ISS and Glass Lewis [1][2]. Company Overview - TrueCar, Inc. is a recognized automotive digital marketplace that connects auto buyers and sellers with a network of Certified Dealers, aiming to enhance the online auto shopping experience [9]. - The company is preparing for a Special Meeting of Stockholders scheduled for December 22, 2025, to discuss the transaction with Fair Holdings [1]. Transaction Details - The transaction with Fair Holdings, led by TrueCar's founder Scott Painter, is expected to close in the fourth quarter of 2025 or early 2026, pending stockholder approval and other closing conditions [2]. - TrueCar has filed a Definitive Proxy Statement and other materials with the SEC regarding the transaction, urging investors to read these documents for important information [4][5]. Advisory Support - Morgan Stanley & Co. LLC is serving as the exclusive financial advisor, while Alston & Bird LLP is the lead legal counsel for TrueCar [3].

Core Viewpoint - The law firm Brodsky & Smith is investigating potential claims against the Board of Directors of TrueCar, Inc. for possible breaches of fiduciary duty related to its acquisition by Fair Holdings, Inc. at a price of $2.55 per share, valuing the company at approximately $227 million [1][2]. Group 1 - The investigation focuses on whether the TrueCar Board failed to conduct a fair process in the acquisition, particularly regarding the fairness of the deal consideration for shareholders [2]. - Fair Holdings, led by TrueCar founder Scott Painter, is set to acquire TrueCar in an all-cash, go-private transaction [1]. - The acquisition price of $2.55 per share represents an equity value of around $227 million for TrueCar [1]. Group 2 - Brodsky & Smith is a litigation law firm with a strong track record in representing shareholders in securities and class action lawsuits [3]. - The firm has been appointed as lead counsel in numerous class actions and has successfully recovered millions for clients [3]. - The investigation may lead to claims if it is determined that the Board did not uphold its fiduciary duties [2].

Financial Performance - Total revenues for Q3 2025 were $43,207,000, a decrease of 7.0% compared to $46,544,000 in Q3 2024[18] - Net income for Q3 2025 was $4,997,000, compared to a net loss of $5,831,000 in Q3 2024, marking a significant turnaround[18] - The company reported a loss from operations of $7,348,000 for Q3 2025, slightly improved from a loss of $7,388,000 in Q3 2024[18] - The company incurred total costs and operating expenses of $50,555,000 in Q3 2025, down from $53,932,000 in Q3 2024, a reduction of 6.4%[18] - For the nine months ended September 30, 2025, the net loss was $12.766 million, a decrease from a net loss of $25.199 million in the same period of 2024, representing a 49% improvement[25] - The company reported a net loss of $12.8 million for the nine months ended September 30, 2025, an improvement compared to a net loss of $25.2 million for the same period in 2024[98] Assets and Liabilities - Total current assets decreased to $125,621,000 as of September 30, 2025, down from $135,128,000 at December 31, 2024, representing a decline of 7.5%[16] - Total liabilities decreased to $34,506,000 as of September 30, 2025, down from $41,554,000 at December 31, 2024, a reduction of 16.9%[16] - Stockholders' equity as of September 30, 2025, was $114,181,000, down from $118,137,000 at December 31, 2024, reflecting a decrease of 3.9%[16] - Cash and cash equivalents were $103,186,000 as of September 30, 2025, compared to $111,835,000 at December 31, 2024, a decrease of 7.8%[16] - Total assets as of September 30, 2025, were $99,057,000, an increase from $97,917,000 as of December 31, 2024[53] Cash Flow and Financing - Net cash provided by operating activities was $2.000 million, compared to $1.846 million for the same period in 2024, indicating an 8% increase[25] - The net cash used in financing activities was $4.484 million, significantly lower than $18.150 million in the same period of 2024, indicating a 75% reduction[25] - Cash used in investing activities for the nine months ended September 30, 2025 was $6.2 million, consistent with the $6.2 million used in the same period of 2024, primarily for software and computer hardware investments[157] - Cash used in financing activities for the nine months ended September 30, 2025 was $4.5 million, a significant decrease from $18.2 million in the same period of 2024[158][159] Stock-Based Compensation - Stock-based compensation increased to $9.791 million for the nine months ended September 30, 2025, compared to $8.774 million in 2024, marking a 12% rise[25] - Stock-based compensation expense for the nine months ended September 30, 2025, was $9.8 million, up from $8.8 million in 2024, reflecting a year-over-year increase of 11.6%[70] - Total stock-based compensation cost for the nine months ended September 30, 2025, was $10.4 million, compared to $9.3 million in 2024, representing a 11.9% increase[70] Revenue Sources - Dealer revenue for the nine months ended September 30, 2025, was $124.5 million, an increase of 6.0% from $116.6 million in 2024[79] - Dealer revenue accounted for 93.5% of total revenues in Q3 2025, compared to 90.1% in Q3 2024, while OEM incentives revenue decreased to 5.9% from 9.4%[130] - The company expects fluctuations in OEM revenue in future quarters due to changes in agreements with affinity group marketing partners[131] Market and Economic Conditions - The macroeconomic environment has caused significant disruptions, with ongoing concerns about inflation and high interest rates impacting consumer sentiment and spending[102] - Economic conditions, such as interest rates and inflation, have led to a decrease in consumer demand for automobiles, with new vehicle sales dropping from 17.0 million in 2019 to 13.8 million in 2022[197] - The automotive industry has faced inventory supply challenges, with inventory levels in Q4 2024 at the highest since June 2020, but still below historic levels[193] Merger Agreement - The company entered into a Merger Agreement on October 14, 2025, with Fair Holdings, Inc., where each share of common stock will be converted into $2.55 in cash[86] - The consummation of the Merger is subject to customary closing conditions, including stockholder approval, and will result in the company's stock being delisted from Nasdaq[101] - The Merger Agreement includes a requirement for Parent to secure an additional $60.0 million in financing commitments for completion[172] - The company may incur a termination fee of either $4.0 million or $8.0 million if the Merger Agreement is terminated under specified circumstances[175][182] Operational Challenges - TrueCar experienced a decline in lead quality and quantity since 2021, attributed to industry-wide automobile inventory shortages and macroeconomic factors such as inflation and interest rates[206] - Labor disputes and supply chain disruptions could adversely impact inventory supply and demand for new automobiles[195] - The company recognizes the importance of providing a compelling value proposition to both consumers and dealers through its offerings[207] Product Development - The company aims to develop and improve new products, including TrueCar+, to drive dealer adoption and increase revenue[211] - TrueCar+ aims to create a seamless end-to-end car-buying experience, but technical integration with existing dealer software remains a significant hurdle[208]

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Core Insights - TrueCar reported a quarterly loss of $0.01 per share, better than the Zacks Consensus Estimate of a loss of $0.02, marking an earnings surprise of +50.00% [1] - The company generated revenues of $43.21 million for the quarter ended September 2025, missing the Zacks Consensus Estimate by 12.27% and down from $46.54 million a year ago [2] - TrueCar shares have declined approximately 41.3% year-to-date, contrasting with the S&P 500's gain of 15.1% [3] Financial Performance - Over the last four quarters, TrueCar has surpassed consensus EPS estimates two times [2] - The current consensus EPS estimate for the upcoming quarter is -$0.02 on revenues of $48.61 million, and for the current fiscal year, it is -$0.19 on revenues of $189.66 million [7] Market Outlook - The company's earnings outlook will be crucial for assessing future stock performance, with mixed trends in estimate revisions noted prior to the earnings release [4][6] - TrueCar holds a Zacks Rank 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Context - The Internet - Services industry, to which TrueCar belongs, is currently ranked in the top 38% of over 250 Zacks industries, suggesting a favorable environment for stocks in this sector [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Financial Performance - Total revenue for Q3 2025 was $43.2 million, a decrease from $47.0 million in Q2 2025 and $46.5 million in Q3 2024[5] - Net income for Q3 2025 was $5.0 million, or $0.06 per share, compared to a net loss of $(7.6) million, or $(0.09) per share, in Q2 2025 and a net loss of $(5.8) million, or $(0.06) per share, in Q3 2024[5] - Adjusted EBITDA for Q3 2025 was $(0.4) million, down from $(0.2) million in Q2 2025 and down from $0.2 million in Q3 2024[5] - TrueCar reported revenues of $43.207 million for the three months ended September 30, 2025, a decrease from $46.544 million in the same period of 2024, representing a decline of approximately 5.0%[27] - The total costs and operating expenses for the same period were $50.555 million, down from $53.932 million year-over-year, indicating a reduction of about 6.5%[27] - TrueCar's net income for the three months ended September 30, 2025, was $4.997 million, compared to a net loss of $5.831 million in the prior year, marking a significant turnaround[27] - The company achieved a free cash flow of $11.197 million for the three months ended September 30, 2025, compared to a negative free cash flow of $4.792 million in the same quarter of 2024[32] Cash Flow and Assets - Cash flow from operations was $12.7 million, up from $(2.8) million in Q2 2025 and up from $1.8 million in Q3 2024[5] - Free cash flow was $11.2 million, up from $(4.8) million in Q2 2025 and up from $(0.2) million in Q3 2024[5] - TrueCar's total assets as of September 30, 2025, were $148.687 million, a decrease from $159.691 million at the end of 2024, reflecting a decline of approximately 6.9%[29] - The company's total liabilities decreased to $34.506 million as of September 30, 2025, down from $41.554 million at the end of 2024, representing a reduction of about 16.9%[29] - TrueCar's cash and cash equivalents stood at $103.186 million as of September 30, 2025, compared to $111.835 million at the end of 2024, indicating a decrease of approximately 7.8%[29] Visitor and Sales Metrics - Average monthly unique visitors increased to 5.6 million, up from 5.5 million in Q2 2025 but down from 6.9 million in Q3 2024[5] - Total units sold were 87.5 thousand, down from 89.0 thousand in Q2 2025 and down from 94.6 thousand in Q3 2024[5] - Franchise dealer count decreased to 8,225 as of September 30, 2025, down from 8,292 as of June 30, 2025[5][6] Strategic Developments - TrueCar announced a pending acquisition by Fair Holdings, Inc. at $2.55 per share, expected to close in Q4 2025 or early 2026[7][8] - Due to the pending acquisition, TrueCar will not host an earnings conference call this quarter and will no longer provide forward-looking guidance[9] - The company continues to focus on enhancing its digital marketplace and expanding its network of Certified Dealers to improve the auto shopping experience[24] - TrueCar powers auto-buying programs for over 250 leading brands, indicating a strong partnership strategy to drive growth[24]

Core Points - TrueCar, Inc. continues its DrivenToDrive initiative for 2025, partnering with wear blue: run to remember to honor military service members [1][2] - The initiative has donated 11 vehicles since its inception in 2017, supporting the mobility needs of veterans and Gold Star families [3] - Eligible applicants for the 2025 vehicle giveaway include active military members, Post-9/11 veterans, and Gold Star families, with entries open until November 3, 2025 [4] - Promotional activities for the giveaway will occur at major events and through digital marketing, with the winner announced in late November 2025 [5] Company Overview - TrueCar is a leading automotive digital marketplace that offers consumers a transparent and efficient way to buy new and used vehicles, connecting them with certified dealers [6] - The company powers auto-buying programs for over 250 brands, emphasizing truth, transparency, and fairness in the car shopping experience [6] Partner Organization - wear blue: run to remember is a national organization that honors the sacrifices of American military members, creating a living memorial through community events [7]

Core Viewpoint - The proposed sale of TrueCar, Inc. to Fair Holdings, Inc. is under investigation to assess the fairness of the cash offer to shareholders [1] Group 1: Transaction Details - TrueCar shareholders are set to receive $2.55 in cash for each share they own as part of the proposed transaction [1] - The transaction is led by Scott Painter, the founder of TrueCar [1] Group 2: Investigation Purpose - Kahn Swick & Foti, LLC is investigating whether the cash consideration offered to TrueCar shareholders is adequate [1]