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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 20, 2024

TrueCar, Inc.
(Exact name of registrant as specified in its charter)

Delaware |  | 001-36449 |  | 04-3807511
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

1401 Ocean Avenue, Suite 200
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
(800) 200-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, par value $0.0001 per share | TRUE | The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.
On February 20, 2024, TrueCar, Inc. (the “Company”) announced its financial results for the fiscal year ended December 31, 2023. The full text of the stockholder letter issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Items 2.02, 7.01 and 9.01 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
Also on February 20, 2024, the Company announced that its Board of Directors (the “Board”) had increased the amount of funds available to repurchase shares of the Company's common stock under its previously-announced share repurchase program to $100 million. Prior to the increase, the repurchase plan had a remaining authorization of $45.8 million. The Board also extended the expiration date of the program from September 30, 2024 to December 31, 2026. The Board’s action did not affect the fact that repurchase program does not obligate the Company to repurchase any dollar amount of its shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Stockholder Letter issued by TrueCar, Inc., dated February 2 0, 2 024

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 20, 2024 |  | TRUECAR, INC.
| By: | /s/ Jeff Swart
|  | Jeff Swart
|  | EVP, General Counsel & Secretary