TrueCar Stockholders Approve Acquisition by Fair Holdings After Stock Delivers -36.69% Total Return

Stockholders of TrueCar, Inc. (NASDAQ: TRUE) officially approved the company's previously announced acquisition by Fair Holdings, Inc. on December 23, 2025, marking a critical step toward finalizing a deal that follows a challenging two-year period during which the automotive digital marketplace saw its stock deliver a -36.69% total return.

Acquisition Approval Confirms Path Forward

The approval was secured at a Special Meeting of Stockholders held on Tuesday, December 23, 2025, in Santa Monica, California. Fair Holdings, the acquiring entity, is notably led by TrueCar founder Scott Painter, signaling a return to the company’s origins under new ownership.

The transaction had previously garnered support from key independent proxy advisory firms, including ISS and Glass Lewis, which recommended that stockholders vote in favor of the acquisition. This widespread endorsement helped pave the way for the decisive vote, which was announced via a press release.

The successful vote removes a significant layer of uncertainty surrounding the future of the automotive digital marketplace brand, which has struggled to generate positive returns for investors in recent years.

Financial Performance Context

The acquisition comes against a backdrop of significant stock underperformance for TRUE. A two-year financial analysis highlights the difficulties faced by the company:

• Total Return: Over the two-year period analyzed, TrueCar’s stock recorded a total return of -36.69%.
• Annualized Loss: The Compound Annual Growth Rate (CAGR) and annualized return over the same period stood at -20.44%.
• Risk-Adjusted Returns: The stock’s Sharpe Ratio was deeply negative at -24.53, indicating extremely poor returns relative to the risk taken.

While the stock’s latest closing price was $2.26, the average close price over the two-year period was $2.76, reflecting the consistent downward pressure on the valuation. The stock experienced a high of $4.57 and a low of $1.28 during this time, demonstrating considerable price movement, though its standard deviation of close price was 0.83.

Market Reaction and Next Steps

The approval by stockholders is the final major internal hurdle for the transaction. The focus now shifts to the remaining closing conditions necessary to complete the merger. The acquisition is expected to transition TrueCar from a publicly traded entity to a privately held company under the leadership of Fair Holdings.

For investors, the approval provides clarity and a defined exit price, concluding a period of volatility and negative returns. The deal structure, previously announced, was deemed favorable enough by advisory firms and stockholders to secure the necessary majority vote, despite the underlying financial challenges reflected in the stock’s performance.

The financial metrics underscore the strategic necessity of the acquisition, offering a fresh start for the automotive digital marketplace outside the pressures of quarterly public reporting.