SCHEDULE: AutoNation Backs TrueCar Merger Vote

AutoNation, through its subsidiary Auto Holdings, LLC, has entered into a voting agreement to support the proposed merger of TrueCar, Inc. at the upcoming special meeting.

Summary

• AutoNation, Inc. and its subsidiary Auto Holdings, LLC, filed an Amendment No. 1 to their Schedule 13D regarding TrueCar, Inc.
• Auto Holdings, LLC, which beneficially owns 5,370,000 shares (6.0%) of TrueCar's Common Stock, entered into a Voting and Support Agreement on December 11, 2025.
• Under this agreement, Auto Holdings, LLC commits to vote all its TrueCar shares, held as of November 13, 2025, in favor of approving and adopting the Merger Agreement.
• The special meeting of TrueCar stockholders is scheduled for December 22, 2025.
• This agreement is similar to one previously made with Caledonia US, LP and Caledonia (Private) Investments Pty Limited.
• The ownership percentage is calculated based on 88,940,050 shares outstanding as of November 13, 2025.

Sentiment

Score: 7

Explanation: The filing indicates a positive step towards the completion of a merger by securing a significant shareholder's vote. This reduces uncertainty regarding shareholder approval, which is generally viewed favorably for deal progression.

Positives

• Secures a significant shareholder's vote (6.0%) in favor of the proposed merger, increasing the likelihood of its approval.
• Demonstrates alignment between a major shareholder and the proposed strategic direction (merger).

Future Outlook

The filing indicates a clear path towards the approval of the Merger Agreement, with a significant shareholder committing their vote. The outcome of the special meeting on December 22, 2025, will determine the immediate future of the merger.

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct."

Industry Context

This filing reflects ongoing consolidation or strategic realignments within the automotive retail and online car buying sectors. Major players like AutoNation are actively participating in or influencing the future structure of companies like TrueCar, which operates a digital marketplace for new and used vehicles. Such agreements are common in merger processes, signaling a step towards deal completion.

Comparison to Industry Standards

• Voting and support agreements are standard practice in M&A transactions, especially when securing votes from large institutional or strategic shareholders.
• The 6.0% stake held by AutoNation is a notable, though not controlling, interest, making their support valuable for merger approval.
• Similar agreements have been seen in other automotive tech mergers, where key stakeholders commit to supporting the transaction to ensure its successful completion. For example, in the acquisition of DealerSocket by Solera Holdings, similar voting agreements from major shareholders were crucial.

Corporate Governance

Stakeholder Impact

• Shareholders: AutoNation's commitment to vote in favor of the merger increases the probability of the merger's approval, potentially leading to the realization of the merger consideration for all shareholders.
• Management: The agreement provides greater certainty for TrueCar's management regarding the outcome of the shareholder vote, allowing them to focus on integration planning.

Next Steps

• TrueCar's special meeting of stockholders on December 22, 2025, to vote on the Merger Agreement.

Key Dates

Recommendation

The filing indicates a positive step towards the completion of the merger, reducing uncertainty. For investors holding TrueCar shares, the primary driver of value is now the merger consideration. Therefore, holding the stock until the merger's completion or until new information emerges is a reasonable strategy. A 'buy' recommendation would typically be made if the stock was trading significantly below the merger price with high certainty of completion, which is not explicitly detailed here. A 'sell' would be if the merger was at risk. This filing reduces risk, so 'hold' is appropriate.

Keywords

TrueCar, AutoNation, Merger Agreement, Voting Agreement, Schedule 13D/A, Shareholder Vote, Corporate Action, Automotive Retail, Online Car Buying