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 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 - TrueCar, Inc. has entered into a definitive agreement for an all-cash acquisition by Fair Holdings, Inc. at a price of $2.55 per share, valuing the transaction at approximately $227 million [1][6]. Transaction Details - The acquisition is expected to close in the fourth quarter of 2025 or early 2026, subject to stockholder approval and regulatory approvals [6]. - TrueCar's Board of Directors unanimously approved the transaction after a thorough strategic review process [5]. - The transaction includes a standard 30-day "go-shop" period, allowing TrueCar to seek alternative offers until November 13, 2025 [6]. Leadership and Strategic Vision - Scott Painter, the founder of TrueCar, will return as CEO post-acquisition, focusing on profitable growth and innovation [3][4]. - The acquisition aims to enhance transparency and value for members of partner organizations, including military and credit unions, through TrueCar's network of certified dealers [1][4]. Financing and Syndicate - Fair Holdings is negotiating with various financial and strategic investors to syndicate the financing of the transaction, which will include seasoned leaders from automotive retail, finance, and technology [2]. - The transaction will be financed through a combination of equity commitments and cash on TrueCar's balance sheet, with plans to raise additional capital from the Syndicate [7]. Stakeholder Support - TrueCar's largest stockholder, Caledonia (Private) Investments Pty Limited, has committed to vote in favor of the transaction [8]. - Advisors for the transaction include Morgan Stanley & Co. LLC as the exclusive financial advisor for TrueCar and B. Riley Securities, Inc. for Fair Holdings [8].

Group 1 - TrueCar, Inc. announced its financial results for the first quarter ended March 31, 2025, in a stockholder letter [1] - A live call to discuss the first quarter results is scheduled for May 6, 2025, at 9:00 a.m. ET [2][3] - TrueCar is a leading automotive digital marketplace connecting auto buyers and sellers through a network of Certified Dealers [5] Group 2 - TrueCar provides a suite of vehicle discovery tools, price ratings, and market context for new, used, and Certified Pre-Owned vehicles [5] - The company powers auto-buying programs for over 250 leading brands, including Sam's Club, AAA, and Navy Federal Credit Union [5] - TrueCar utilizes its Investor Relations website and social media platforms for disclosing material non-public information [4]

Core Insights - TrueCar, Inc. will report its financial results for the first quarter ended March 31, 2025, on May 5, 2025, after market close [1] - A live call and webcast to discuss the results will be hosted by the CEO and CFO on May 6, 2025, at 9:00 a.m. ET [2] Company Overview - TrueCar is a leading automotive digital marketplace connecting auto buyers and sellers with a nationwide network of Certified Dealers [4] - The company aims to enhance the auto shopping experience by providing personalized and efficient online services, including vehicle discovery tools and price ratings [4] - TrueCar supports auto-buying programs for over 250 brands, including Sam's Club, AAA, and Navy Federal Credit Union [4]