Carbone Barbara 4

What Happened Barbara Carbone, a director of TrueCar, had 355,226 shares disposed of to the issuer as part of the company’s merger. Each share was converted into $2.55 in cash, for a total cash consideration of $905,826. This was a disposition resulting from the merger agreement, not an open‑market sale.

Key Details

• Transaction date and price: January 21, 2026 at $2.55 per share.
• Total proceeds: $905,826.
• Shares owned after transaction: Company shares and RSUs were canceled at the effective time of the merger (i.e., no remaining TrueCar common shares/RSUs held post‑conversion).
• Footnotes: Merger effective Jan 21, 2026 per the Merger Agreement dated Oct 14, 2025; outstanding shares were canceled for $2.55/share and outstanding RSUs were canceled for cash equal to the per‑share Merger Consideration minus applicable withholding taxes.
• Filing timeliness: Form 4 filed Jan 23, 2026 — appears to be filed within the standard 2‑business‑day reporting window.

Context This transaction was a cash‑out conversion under the agreed merger (Merger Subsidiary merged into TrueCar and TrueCar became a wholly owned subsidiary of the buyer). Because the shares and RSUs were converted under the merger terms, the disposition reflects the deal consideration rather than a trading decision by the insider.