TrueCar, Inc. 8-K

What Happened
TrueCar, Inc. (TRUE) filed a Form 8-K reporting that the company completed a Merger that closed on January 21, 2026. The filing states the Company and its Parent issued a joint press release announcing the closing (Exhibit 99.1). The 8-K also reports related corporate changes tied to the transaction, including amendments to the company's certificate of incorporation and bylaws and notifications regarding a delisting or failure to meet a continued listing standard.

Key Details

• Merger closing announced on January 21, 2026; joint press release attached as Exhibit 99.1.
• Agreement and Plan of Merger dated October 14, 2025 is incorporated by reference (see prior 8-K filed Oct 15, 2025).
• Company filed a Tenth Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Amended and Restated Bylaws (Exhibit 3.2).
• The filing notifies of a change in control (Item 5.01) and includes a notice regarding delisting or failure to satisfy a continued listing rule or standard (Item 3.01).

Why It Matters
For investors, this 8-K signals a completed transaction that changes who controls TrueCar and alters its corporate governance documents. The filing’s delisting notice and the charter/bylaw amendments can affect how TrueCar’s shares are traded and the rights and procedures that apply to shareholders. Investors should read the attached press release and the merger agreement (previously filed) to understand the treatment of outstanding shares, the timeline for any delisting, and any cash or stock consideration provided to shareholders.