SCHEDULE: AutoNation Shifts TrueCar Stake to 13D Amid Merger Talks

AutoNation, Inc. and its subsidiary Auto Holdings, LLC have filed a Schedule 13D for their 6.0% stake in TrueCar, Inc., signaling discussions for a potential share rollover into the acquiring entity, Fair Holdings, Inc., following TrueCar's merger.

Summary

• AutoNation, Inc. and its wholly-owned subsidiary, Auto Holdings, LLC, collectively own 5,370,000 shares of TrueCar, Inc. common stock.
• This represents 6.0% of TrueCar's outstanding common stock, based on 88,940,050 shares as of November 13, 2025.
• The shares were originally acquired on November 4, 2022, for approximately $10,500,000 using cash funds.
• The filing is a Schedule 13D, superseding a previous Schedule 13G, because the reporting persons are no longer eligible to file on Schedule 13G.
• TrueCar, Inc. entered into a Merger Agreement on October 14, 2025, with Fair Holdings, Inc. and Rapid Merger Subsidiary, Inc., where TrueCar will become a wholly-owned subsidiary of Fair Holdings, Inc.
• AutoNation is in discussions with Fair Holdings, Inc. regarding a potential rollover of its 5,370,000 TrueCar shares for equity in Fair Holdings, Inc. instead of receiving cash consideration from the merger.
• Discussions also include potential future commercial arrangements and a voting and support agreement with Fair Holdings, Inc.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there's uncertainty regarding the outcome of discussions, AutoNation's active engagement and consideration of a share rollover suggest a strategic, potentially value-accretive move rather than a simple divestment. It indicates a belief in the future of the combined entity or strategic alignment.

Positives

• AutoNation, a significant shareholder, is actively engaged in strategic discussions regarding the future of its investment in TrueCar post-merger.
• The potential rollover of shares into Fair Holdings, Inc. equity suggests AutoNation's interest in continued participation and potential long-term value creation with the acquiring entity.

Risks

• There is no assurance that AutoNation and Fair Holdings, Inc. will reach mutually agreed terms for the potential share rollover or future commercial arrangements.
• There is no assurance that AutoNation will enter into definitive documentation with Fair Holdings, Inc. regarding these potential arrangements, nor is there certainty about the timing of such agreements.

Future Outlook

AutoNation is actively discussing a potential rollover of its TrueCar shares into equity of Fair Holdings, Inc. upon the closing of the merger, along with potential future commercial arrangements and a voting and support agreement. The outcome and timing of these discussions remain uncertain.

Management Comments

• AutoNation is in discussions with Parent regarding a potential rollover by AutoNation of its 5,370,000 shares of Common Stock of the Issuer for equity of the Parent upon the closing of the Merger (in lieu of the cash consideration pursuant to the Merger Agreement) and potential future commercial arrangements with Parent following the closing of the Merger.
• AutoNation is also discussing with Parent potentially entering into a voting and support agreement with Parent with respect to the Merger.

Industry Context

This filing reflects a significant shareholder's strategic response to a pending merger in the automotive digital retail sector. AutoNation's discussions for a share rollover suggest a desire to maintain a strategic stake in the combined entity, indicating potential long-term interest in the evolving market landscape for online vehicle transactions.

Corporate Governance

Related Party Transactions

• Potential future commercial arrangements between AutoNation and Fair Holdings, Inc. following the closing of the merger, which could be considered related party dealings if AutoNation becomes an equity holder in Fair Holdings, Inc.
• The potential rollover of AutoNation's TrueCar shares for equity in Fair Holdings, Inc. represents a significant transaction between a major shareholder and the acquiring entity.

Stakeholder Impact

• Shareholders (TrueCar): The merger itself will impact all shareholders. AutoNation's decision to roll over shares or take cash could influence market perception of the merger's value and the acquiring entity.
• Shareholders (AutoNation): The strategic decision regarding the TrueCar stake will impact AutoNation's investment portfolio and future strategic direction.
• Fair Holdings, Inc.: AutoNation's potential equity stake and commercial arrangements could bring a significant strategic partner and investor to Fair Holdings, Inc.

Next Steps

• AutoNation and Fair Holdings, Inc. to continue discussions regarding the potential rollover of TrueCar shares for Fair Holdings, Inc. equity.
• Negotiation of potential future commercial arrangements between AutoNation and Fair Holdings, Inc.
• Discussions for a potential voting and support agreement with Fair Holdings, Inc.
• Entry into definitive documentation for these arrangements, if mutually agreed upon.

Key Dates

Keywords

TrueCar, AutoNation, Fair Holdings, Merger, Schedule 13D, Beneficial Ownership, Share Rollover, Corporate Governance, Automotive Retail, Equity Investment