UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 14, 2023

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 Ave, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 14, 2023, TrueCar, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Darrow Report”) reporting, among other things, that the Company had terminated the employment of Michael Darrow as President and Chief Executive Officer of the Company effective June 15, 2023. Although, as indicated in the Original Darrow Report, at the time the Company filed the Original Darrow Report, the Company and Mr. Darrow intended to enter into a release and separation agreement, the Company and Mr. Darrow had not yet agreed upon the terms of any such agreement. This Amendment No. 1 on Form 8-K/A amends the Original Darrow Report to provide additional information regarding his post-termination agreement with the Company pursuant to Item 5.02 of Form 8-K.

On June 15, 2023, the Company and Mr. Darrow entered into a separation and release agreement (the “Separation Agreement”). The Compensation and Workforce Committee of the Board of Directors of the Company approved the terms of the Separation Agreement on June 14, 2023. The Separation Agreement contains a release of claims against the Company by Mr. Darrow and provides for severance benefits consistent with the Employment Agreement, dated March 9, 2020, by and between Mr. Darrow and the Company in connection with a termination without cause.

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: June 16, 2023

		TRUECAR, INC.

	By:	/s/ Jeff Swart
		Jeff Swart
		EVP, General Counsel & Secretary

TrueCar Inc. filed SEC Form 8-K: Leadership Update (Amendment)