TrueCar

 Annual Report  
2024


 
 
2024 was a year of great progress for TrueCar with nearly every measure of performance improving from the prior year and 
several long-term growth initiatives being brought to market. We finished the year with the strongest annual revenue growth since 
2017, up 10.6% YoY, while decreasing our net loss by $18.7M YoY to -$31.0M and delivering positive adjusted EBITDA1 of $1.6M. 
Cash Flow from Operations was $7.7M for the year, an improvement of $30.1M over 2023.  
 
We also brought several long-term growth initiatives to market and continued to repurchase stock in 2024:  
- 
With the pilot launch of TrueCar+ (“TC+”), we became the FIRST AND ONLY (!) digital marketplace to enable the 
purchase and sale of new, used and certified pre-owned vehicles through an entirely online transaction; 
- 
The rollout of TrueCar’s 12-Month Dealer Service Program has created a new standard for dealer success teams and 
further strengthens our competitive differentiation; and 
- 
We repurchased and retired a total of 6.1 million shares of TRUE common stock. 
 
Through the intense focus we placed throughout the year on efficiently growing new unit sales and capturing a greater share of 
new car shoppers, we delivered strong new unit sales growth for our dealers, most notably achieving 27.8% YoY new unit 
growth in Q4 compared to the industry’s 9.6% growth. As such, in Q4 2024, the average franchise dealer on TrueCar saw new 
vehicle sales generated through our marketplace grow by 27.1% versus the same period last year, reaching the highest level 
since Q3 2021. Most importantly, we delivered this growth with high efficiency in that the primary driver of this growth was a 
strong improvement to lead close rate. By restructuring our performance marketing strategy to target high-intent shoppers with a 
strong propensity to convert into buyers, we are driving unit growth by delivering higher quality leads to our dealer network. This 
trend of strong and efficient unit growth that accelerated every quarter during 2024 highlights the growing importance of 
TrueCar to franchise dealers’ overall customer acquisition strategy and the extent to which we have entered 2025 with a far 
stronger value proposition for franchise dealers than we have had in several years.  
 
We are proud of what the team accomplished in 2024 and we are even more hungry to accelerate our progress in 2025. We 
firmly believe that the quality of our assets and unique competitive strengths should yield strong and sustainable revenue growth 
and to that end we remain committed to the following key building blocks:  
 
(1) Activate New Franchise Dealers: Following the restructuring of our dealer sales team at the end of 2023, 2024 was a 
year of rebuilding our sales strategies and improving our sales productivity. This initiative yielded strong YoY 
improvement in the number of activated franchise dealers in 2024.  
(2) Minimize Dealer Churn: Minimizing dealer churn is essential to growing our dealer network profitably and in 2024, 
we took a number of critical steps to advance this objective. Recognizing the competitive space in which we operate, 
our ability to retain dealers is directly tied to the differentiated value we deliver for them. We seek to further differentiate 
TrueCar from alternative marketplaces by continuing to drive strong unit sales growth for our dealers while also 
providing them with the highest quality of service and support. At the end of Q2, we launched our 12-Month Dealer 
Service Program which provides our franchise dealers with personalized monthly consultations designed to improve 
their performance on the platform. Since launching the 12-Month Dealer Service Program, we have started to see 
measurable improvements in dealer churn and expanding this service program will continue to be a priority of ours in 
2025. 
 
1 Adjusted EBITDA is a non-GAAP financial measure. Refer to Part II, Item 7 “Non-GAAP Financial Measures,” in this annual report for 
its definition and a reconciliation to net loss, the most directly comparable financial measure calculated and presented in accordance 
with GAAP. 
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(3) Grow Revenue per Dealer: Revenue per dealer is a reflection of the value we are delivering to our Certified 
Dealers. For our core franchise dealer business, the primary driver of revenue per dealer is the number of sales we 
drive for them each month. As discussed above, one of the key highlights of 2024 was the strong and accelerating 
growth in unit sales that we delivered for our dealers, culminating with 27.8% YoY growth in new units per 
franchise dealer reaching its highest level in over three years. Meanwhile, average core revenue per franchise 
dealer in Q4 increased by just 9.5% versus the same period last year, signaling that we are entering 2025 with a 
much stronger value proposition for our franchise dealer partners which we believe will help grow revenue per 
dealer while also minimizing churn. In addition to growing unit sales per franchise dealer, we also intend to grow 
revenue per dealer by driving adoption of the new products we recently brought to market.  
(4) Expand our OEM Business: OEM incentives have been steadily growing over the past 18 months, rebounding 
from their historically low levels in 2022 and the first half of 2023. Through our Affinity Network, TrueCar is 
uniquely capable of powering targeted cash-rebate programs on behalf of OEMs and the resurgence of OEM 
incentives contributed to 13% YoY growth in the revenue we earned from OEMs in 2024. We remain focused on 
expanding OEM offers within our existing partners and sites, such as Sam’s Club, AAA, Navy Federal, and our 
network of employee benefit providers, ensuring broader reach and engagement across our established and new 
audiences. Further, we recently added GovX, GasBuddy, CarEdge, and Internet Brands, whose membership 
audiences collectively exceed 20 million, to our network.  
(5) TC+: The expansion and commercialization of the TC+ pilot launched in 2024 is a top priority for TrueCar. As we 
continue to refine the consumer experience and deepen our integration with DMS providers to automate nearly 
every step of the selling process for dealers, we anticipate expanding the pilot to additional dealers and territories. 
In conjunction with adding dealers and inventory to the program, we intend to make the TC+ experience more 
broadly available to consumers shopping on our branded and Affinity Partner sites. We expect this to begin a 
period of product-led growth for TC+ whereby we demonstrate at greater scale the extent to which TC+ can propel 
a dealer’s revenue and profitability growth by expanding their addressable market and driving significant sales 
efficiencies at the store-level. Given the work we are currently doing to ensure its scalability, the access we have to 
thousands of dealers with nearly 2 million vehicle listings on our marketplace, and the asset-light nature of TC+, we 
believe that a period of rapid scaling of TC+ can begin later this year and our objective for the first half of this year 
is to ready the product for that next phase.    
(6) Driving Value Through our Enhanced Data Platform: As we discussed last quarter, we made significant 
investments during the second half of 2024 to enhance our data platform to enable the rapid development and 
deployment of new Generative Artificial Intelligence (“AI”) and Machine Learning (“ML”) models that enrich the 
consumer shopping experience and provide dealers with value-enhancing features and insights. In partnership with 
Amazon Web Services, TrueCar has established a real-time ML platform through which we can quickly build and 
deploy modular, continuous and traceable AI/ML models that leverage our rich first party data sets. In Q1 of 2025, 
we launched the first of these models which classifies consumer leads based on their propensity to purchase with a 
high degree of accuracy. We foresee a number of ways this predictive model can be leveraged across a range of 
use cases, such as powering marketing campaign optimizations and providing dealers with enhanced consumer 
insights that further improve lead conversion rates. With these enhanced capabilities, we expect to be able to retain 
more shoppers on the site and effectively retarget them through tailored email engagement that will ultimately allow 
us to capture a greater share of car buyers and drive high-quality leads to our dealer network.  
 



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 TRUECAR, INC.
 
 
 
 
 
PART I 
   
 
6
Item 1. 
 
Business
15
Item 1A. 
 
Risk Factors
54
Item 1B. 
 
Unresolved Staff Comments
54
Item 1C.
Cybersecurity
54
Item 2. 
 
Properties
55
Item 3. 
 
Legal Proceedings
55
Item 4. 
 
Mine Safety Disclosures
55
 
 
 
 
PART II 
 
 
56
Item 5. 
 
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer 
Purchases of Equity Securities
56
Item 6. 
 
Reserved
58
Item 7. 
 
Management’s Discussion and Analysis of Financial Condition and Results of 
Operations
59
Item 7A. 
 
Quantitative and Qualitative Disclosures About Market Risk
75
Item 8. 
 
Financial Statements and Supplementary Data
76
Item 9. 
 
Changes in and Disagreements with Accountants on Accounting and Financial 
Disclosure
76
Item 9A.
 
Controls and Procedures
76
Item 9B. 
 
Other Information
77
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
77
 
 
 
 
PART III 
 
 
78
Item 10. 
 
Directors, Executive Officers and Corporate Governance
78
Item 11. 
 
Executive Compensation
78
Item 12. 
 
Security Ownership of Certain Beneficial Owners and Management and Related 
Stockholder Matters
78
Item 13. 
 
Certain Relationships and Related Transactions, and Director Independence
78
Item 14. 
 
Principal Accounting Fees and Services
78
 
 
 
 
PART IV 
 
 
79
Item 15. 
 
Exhibits and Financial Statement Schedules
79
Item 16.
Form 10-K Summary
82
 
 
Signatures
83

(This page has been left blank intentionally.) 

 
As used in this Annual Report on Form 10-K, the terms “TrueCar,” the “Company,” “we,” “us” and “our” refer to TrueCar, 
Inc., and its wholly owned subsidiaries, TrueCar Dealer Solutions, Inc., Digital Motors Corporation and TrueCar Wholesale Solutions, 
Inc. unless the context indicates otherwise. TrueCar Dealer Solutions, Inc. is referred to as “TCDS,” Digital Motors Corporation is 
referred to as “Digital Motors,” and TrueCar Wholesale Solutions is referred to as “TCWS.”
Special Note Regarding Forward-Looking Statements
 
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities 
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which 
statements involve substantial risks and uncertainties.  Forward-looking statements generally relate to future events or our future 
financial or operating performance.  In some cases, you can identify forward-looking statements because they contain words such as 
“anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “likely,” “plans,” “potential,” “predicts,” 
“projects,” “seeks,” “should,” “target,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking 
statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about:
•
our future financial performance and our expectations regarding our revenue, cost of revenue, gross profit or gross margin, 
operating expenses and ability to maintain or grow revenue, scale our business, generate cash flow, fulfill our mission and 
achieve and maintain future profitability;
•
our ability to forecast our financial and operational performance;
•
our relationship with key industry participants, including car dealers and automobile manufacturers;
•
anticipated trends, demand rates and challenges in our business and in the markets in which we operate;
•
our ability to successfully roll out our TrueCar+ offering and other new offerings, provide a compelling value proposition 
to consumers using such offerings and integrate our current and future offerings into such experiences;
•
our ability to anticipate market needs and develop new and enhanced products and services to meet those needs and to 
successfully monetize those products and services;
•
the success and long-term effects of the strategic restructuring that we committed to in June 2023;
•
maintaining and expanding our customer base in key geographies, including our ability to maintain or increase the number 
of high-volume brand dealers in our network generally and in key geographies;
•
the lingering effects of the coronavirus pandemic on our business;
•
our ability to mitigate the financial effect of the termination of our partnership with USAA Federal Savings Bank in 2020;
•
our ability to maintain and grow our existing additional affinity partner relationships, and to attract new affinity partners to 
offer our services to their members;
•
our reliance on our third-party service providers; 
•
the impact of competition in our industry and innovation by our competitors; 
•
our anticipated growth and growth strategies, including our ability to maintain or increase close rates and the rate at which 
site visitors prospect with a TrueCar certified dealer; 
•
our ability to successfully maintain or increase dealer subscription rates and manage dealer churn;
•
our ability to attract significant automobile manufacturers to participate, and remain participants, in our incentive 
programs;
•
our ability to anticipate or adapt to future changes in our industry;  
•
the impact on our business of seasonality, cyclical trends affecting the overall economy and actual or threatened severe 
weather events or public health events; 
•
our ability to hire and retain necessary qualified employees; 
•
our continuing ability to provide customers with access to our products; 
•
our ability to maintain and scale our technical infrastructure and leverage our technology platform to enhance our customer 
experience and launch new product offerings;
•
the evolution of technology affecting our products, services and markets; 
•
our ability to adequately protect our intellectual property;  
•
the outcome, and effect on our business, of litigation to which we are a party, including our ability to settle any such 
litigation; 
•
our ability to navigate changes in domestic or international economic, political or business conditions, including supply 
shortages, such as automotive semiconductors, changes in interest rates, consumer demand and import tariffs;
3

•
our ability to stay abreast of, and in compliance with, new or modified laws and regulations that currently apply or may 
become applicable to our business, including newly-enacted and rapidly-changing privacy, data protection and net 
neutrality laws and regulations and changes in applicable tax laws and regulations; 
•
the continued expense and administrative workload associated with being a public company; 
•
our ability to maintain an effective system of internal controls necessary to accurately report our financial results and 
prevent fraud; 
•
our liquidity and working capital requirements;
•
the estimates and estimate methodologies used in preparing our consolidated financial statements;
•
the future trading prices of our common stock and the impact of securities analysts’ reports on these prices;
•
our plans to pursue acquisitions, divestitures, investments and other similar transactions;
•
our ability to use the proceeds of the ALG divestiture in a manner that maximizes shareholder value;
•
the extent to which we repurchase our common stock under our share repurchase plan and the effect of these repurchases 
on long-term stockholder value, the volatility and trading price of our common stock and our cash reserves;
•
our ability to effectively and timely integrate our operations with those of any business we acquire, including Digital 
Motors, and related factors, including the difficulties associated with such integration (such as the difficulties, challenges 
and costs associated with managing and integrating new facilities, assets and employees) and the achievement of the 
anticipated benefits of such integration;
•
the preceding and other factors discussed in Part I, Item 1A, “Risk Factors,” and in other reports we may file with the 
Securities and Exchange Commission from time to time; and
•
the factors set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of 
Operations.”
 
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on 
Form 10-K. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual 
results, performance or achievements to be materially different from any future results, performance or achievements expressed or 
implied by the forward-looking statements. We discuss these risks in greater detail in the section entitled “Risk Factors” and elsewhere 
in this Annual Report on Form 10-K. Given these uncertainties, you should not place undue reliance on any forward-looking 
statements. Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update 
forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking 
information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no 
inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
SUMMARY OF RISKS AFFECTING OUR BUSINESS
 
Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” 
later in this Annual Report on Form 10-K. These risks include, but are not limited to, the following:
•
Our business is subject to risks related to the larger automotive ecosystem, including recent low automobile inventory supply 
levels, which have adversely impacted our business, results of operations and prospects.
•
If our lead quality or quantity declines, our unit volume could as well, and dealers could leave our network or insist on lower 
subscription rates, which could reduce our revenue and harm our business.
•
If we are not successful in rolling out new offerings, including our TrueCar+ offering, providing a compelling value 
proposition to consumers using these offerings, integrating our current and future offerings into such experiences or 
monetizing them, our business and prospects could be adversely affected.
•
Actions that we have taken in the past and may take in the future to restructure our business in alignment with our strategic 
priorities may not be as effective as anticipated.
•
The growth of our business relies significantly on our ability to maintain and increase the revenues that we derive from 
dealers in our network of TrueCar Certified Dealers. Failure to do so would harm our financial performance.
•
The loss of a critical mass of dealers, either nationally or in any given geographic area, could deprive us of the data we need 
to provide certain of our key features, our inventory supply and certain key elements of our functionality, any of which would 
negatively affect our business.
4

•
We may not be able to provide a compelling car-buying experience to our users, which could cause the number of 
transactions between our users and dealers, and therefore our revenues, to decline.
•
Economic and other conditions that impact consumer demand for automobiles, including interest rates, inflation, tariffs and 
fuel prices may have a material adverse effect on our business, financial condition and results of operations.
•
The failure to attract manufacturers to participate in our incentive programs, or to induce them to remain participants in those 
programs, could reduce our growth or adversely affect our operating results.
•
Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash 
equivalents fail.
•
A significant reduction in units attributable to our affinity partners, such as the decrease in our unit volume following the 
termination of our partnership with USAA Federal Savings Bank in 2020, would reduce our revenue and harm our operating 
results.
•
If key industry participants, including car dealers or automobile manufacturers perceive us in a negative light or our 
relationships with them suffer harm, our ability to grow and our financial performance may be damaged.
•
Our business could be adversely affected by executive turnover and other transitions in our senior management team. An 
inability to navigate these transitions and attract, retain and integrate new management and other personnel could harm our 
business.
•
We rely on relationships with data providers and may experience interruptions in the data feeds they provide, which could 
adversely affect our current and future product offerings, including TrueCar+, to users and dealers as well as the timeliness of 
the information we provide, and which may impair our ability to attract or retain consumers and dealers and to timely invoice 
dealers and otherwise negatively affect our business.
•
We rely on internet search engines to drive traffic to our website, and if we fail to appear prominently in the search results, 
our traffic would decline and our business would be adversely affected.
•
The success of our business relies heavily on our marketing and branding efforts, especially with respect to the TrueCar 
website and our branded mobile applications, as well as those efforts of the affinity group marketing partners whose websites 
we power, and these efforts may not be successful.
•
If consumers and dealers do not respond positively to our branding, our financial performance and our ability to grow unique 
visitor traffic and expand our dealer network could be negatively affected.
•
We are subject to a complex framework of regulations, many of which are unsettled, still developing and contradictory, 
which have in the past, and could in the future, subject us to claims, challenge our business model or otherwise harm our 
business.
•
We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to 
protect this information and data could damage our reputation and brand and harm our business and operating results.
•
We face litigation and are party to legal proceedings that could have a material adverse effect on our business, financial 
condition, results of operations and cash flows.
•
Our number of unique visitors, revenue and operating results fluctuate due to seasonality.
•
We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, 
which could cause our stock price to decline.
5

PART I
Item 1. Business
Overview
TrueCar is a leading automotive digital marketplace that operates at the heart of the automotive retail ecosystem where car 
shoppers, dealers and manufacturers intersect. Powered by proprietary data and analytics, we are developing the industry’s most 
personalized and efficient car-buying experience accessible to consumers on our TrueCar-branded website and mobile applications as 
well as co-branded websites operated in partnership with over 250 leading brands and organizations such as Sam’s Club, AAA, and 
Navy Federal Credit Union, which we refer to as our affinity partner network. Through our platform, we enable car shoppers to 
connect directly with our network of TrueCar Certified Dealers and allow dealers and automotive manufacturers, known in the 
automotive industry as original equipment manufacturers, or OEMs, to reach up to 7 million in-market car shoppers that shop on 
TrueCar each month.
Consumers
For many consumers, the car-shopping experience can be time-consuming and inefficient. Discovering the right vehicle 
across a myriad of brands, models and available inventory can be daunting and information about a vehicle’s fair market value, 
available incentives and personalized pricing is often opaque and hard to come by. TrueCar simplifies the car-buying process for 
consumers by providing an intuitive and personalized digital shopping experience that helps shoppers (1) discover and compare 
vehicles with proprietary content and data-driven rankings, (2) search for their desired vehicle across nearly 2 million average listings, 
(3) become informed on a vehicle’s fair market price, (4) access exclusive offers and incentives, (5) appraise the value of a vehicle 
they want to trade or sell, (6) explore and unlock competitive financing solutions, and (7) connect seamlessly with TrueCar’s network 
of Certified Dealers.
Dealers
Our nationwide network of Certified Dealers extends across all 50 states and the District of Columbia and consists of both 
new car franchise dealers representing nearly every major vehicle brand and independent dealers exclusively selling used vehicles. 
These dealers can take advantage of our offerings to cost-effectively drive incremental vehicle sales by marketing to and connecting 
with highly-informed in-market car shoppers. Beyond providing dealers with access to our unique audience, we empower dealers to 
convert shoppers into buyers using our proprietary market data and consumer insights as well as a range of sales enhancement tools 
that allow dealers to create and share personalized offers with TrueCar leads. In addition, we support dealers interested in sourcing 
used vehicles directly from consumers through our Trade and Sell-Your-Car experiences.
OEMs
Through the co-branded auto buying platforms we host for over 250 affinity partners, we are capable of powering targeted 
incentive programs on behalf of OEMs. Strategically providing vehicle discounts and incentives in order to capture a greater share of 
new-vehicle shoppers is a challenge faced by many OEMs. While broad-based discounts can cannibalize revenue and negatively 
impact the residual value of vehicles collateralizing loans and leases financed by OEMs, our Private Targeted Offers empower OEMs 
to offer cash-rebate incentives exclusively to members of our affinity partner network. 
In addition, through our advertising products powered by our rich proprietary data and integrated marketing technology stack, 
we allow OEMs to dynamically reach consumers early in the consideration cycle and offer them a cost-effective channel for their 
digital marketing spend. We deploy these strategies through proprietary analytics that measure and respond to consumer behavior in a 
digital marketplace context.
Affinity Partners
Leveraging the power of partnership is key to our business model and our ability to create differentiation in a highly-
competitive market. To that end, we have grown to become the exclusive auto-buying partner to over 250 membership organizations 
and consumer brands for whom TrueCar powers white-labeled and co-branded car-buying websites that provide their members with 
the same personalized digital car shopping experience as TrueCar’s branded platform along with exclusive OEM incentives and other 
member-only benefits. These affinity partners span multiple verticals including (1) financial institutions, such as Navy Federal Credit 
Union, who derive value from the partnership through incremental auto loan originations, (2) membership organizations, such as 
Sam’s Club, that rely on the program to support member retention and loyalty, (3) insurance providers, such as Progressive Insurance, 
that seek to provide their policyholders with a quick and seamless vehicle replacement solution when they need it most, (4) automotive 
publishers, such as Car and Driver, that are able to integrate real-time vehicle listings and pricing into their content, and (5) employee 
benefits platforms, such as NextJump, that leverage our seamless car-buying experience and exclusive incentives to grow their 
network of participating employers seeking to provide modern benefits that drive employee satisfaction. Meanwhile, each affinity 
6

partner in our network provides TrueCar with a unique audience of prospective car buyers that we can market to and convert into high-
value leads for our Certified Dealers.
Products & Services
Consumers
The following are key elements of our core leads-based consumer experience:
Shop
Research & Discovery. We provide information to consumers in the form of verified owner ratings and reviews, data-driven 
vehicle rankings, editorial content and in other formats that allow consumers to research, compare and discover the right vehicle based 
on their preferences.
New Car Build Experience. We provide an experience where consumers can enter their zip code and select their preferred 
make, model, trim and options, and then, in most instances, immediately see actual nearby cars that are generally consistent with their 
preferences. Also, in most instances, we provide consumers with a graphical distribution of what others in the local market paid for a 
similar vehicle make, model and trim. Within this distribution, we include MSRP and the Market Average, a proprietary calculation 
based on recent transactions, that provides an understanding of what others have paid for similarly configured vehicles. This 
information enables consumers to evaluate a potential price in the context of broader market data. When ready, consumers can proceed 
to register and connect with local Certified Dealers that can provide upfront, personalized price offers on in-stock inventory that is 
generally consistent with consumers’ build preferences. Consumers are provided the option to connect with one or more local dealers 
in order to get the right deal on the car they want and proceed with purchase.
New and Used Car Inventory Search. We provide an experience where consumers can access and search an extensive 
selection of vehicles for sale by Certified Dealers across the United States. Nearly every used listing has a price rating to provide the 
consumer with market context, which we compute based on similar used car listings in consumers’ local area. Most of our new vehicle 
listings provide consumers with access to a graphical distribution of what others in the local market paid for a similar vehicle make, 
model and trim, similar to the pricing context made available as part of the New Car Build Experience. In addition, consumers can see 
vehicle information, photos and condition summaries, and choose to connect with a Certified Dealer to confirm availability, get an 
upfront offer and proceed with purchase.
Deal Building
VIN Offers. In most instances, when consumers choose to connect with a Certified Dealer, they will receive price offers from 
the dealer on in-stock vehicles with specified Vehicle Identification Numbers, or VINs. Each offer provides a comprehensive savings 
summary including MSRP, incentives, dealer discounts, total MSRP and a price rating so that consumers can know if they are getting 
a price that makes sense for them in the context of their market.
TrueCar Post Prospect Unified Vehicle Detail Page (VDP). After consumers have identified a vehicle in which they are 
interested and received a price offer from a dealer subscribed to one of our Access packages discussed further below, we allow them to 
further customize their "deal" through our TrueCar Unified VDP, including their vehicle trade-in and payment. If consumers intend to 
trade in a vehicle in connection with their purchase, or sell their vehicle to a dealer, they can obtain a conditional price offer on the 
trade-in vehicle through our Trade solution. The post prospect Unified VDP also allows consumers to customize a loan or a lease and 
approximate monthly payments, inclusive of applicable incentives, taxes and fees and based on self-reported credit score, loan or lease 
term and other factors. Beyond receiving a trade-in offer and estimating their payment, consumers using our TrueCar Deal Builder 
functionality can schedule a test drive or schedule an appointment to finalize the deal for their vehicle of interest and see a complete 
Deal Summary of the deal that they chose. We view the Unified VDP post prospect experience as an important component of our 
efforts to create a seamless car-buying experience.
Exclusive Offers
Trade and Sell Your Car. Our Sell Your Car and Trade solutions give consumers information on the value of the vehicle they 
wish to sell or trade-in. Consumers using our Sell Your Car product or our TrueCar+ Trade product are provided with a conditional 
offer, which we refer to as a True Cash Offer, for their vehicle, all through our online platform. True Cash Offers are determined by 
TCWS and, where applicable, are backed by a guarantee from TCWS to the dealer that the vehicle will be repurchased at the indicated 
price if the dealer does not wish to keep it.
Finance and Insurance Features. We also provide finance and insurance tools that are integrated into the consumer 
experience in order to help streamline consumers' car-buying experience. Our insurance feature allows consumers to connect with one 
7

of our insurance partners, from whom they may obtain car insurance. We also have partnered with certain financial institutions to 
allow consumers who have received offers from dealers who also have partnered with these institutions to pre-qualify for an auto loan. 
Finally, we enable consumers to use a widget that connects them with a major consumer credit reporting agency to allow them to 
request their credit score.
Dealers
            Core Auto Buying Program
Dealer Auto Buying Program. Our core listings and lead generation product allows dealers to list, in the case of franchise 
dealers, both new and used inventory and, in the case of independent dealers, used inventory, on TrueCar.com and our branded sites 
and our affinity partner sites and receive the contact information of new- and used-vehicle shoppers, as applicable, that submit a lead 
on one or more of their listings. Approximately 70% of franchise dealers and nearly all independent dealers are charged a fixed 
monthly subscription rate that is determined based on a number of factors including, in the case of franchise dealers, their market size 
and the brands that they retail and, in the case of independent dealerships, the size of their dealership and the market in which they 
operate. Approximately 30% of franchise dealers are on a performance-based billing model that is tied to sales volume or, in limited 
instances, lead volume.
Sponsored Listings
Marketplace Sponsored Listings. Dealers can pay to have their new or used inventory displayed in select placements near the 
top of a search results page in order to improve the visibility of their inventory and drive incremental lead volume to their dealership. 
Dealers can purchase Marketplace Sponsored Listings in packages of 5, 10, or 20 vehicles and are charged a monthly fee based on the 
package size. 
Sponsored Vehicle Listing Ads. This product allows dealers to showcase their inventory on select landing-page placements of 
traffic directed to TrueCar.com from Google Vehicle Listing Advertisements. 
Rankings Recommender. Franchise dealers can pay to spotlight their new vehicle inventory on TrueCar’s internally 
developed content including new model reviews and vehicle rankings.
            Lead Enhancement Add-Ons
Prime Path. Prime Path drives consumers directly to a dealer’s website by allowing consumers to click on an embedded link 
that is revealed once the consumer has prospected on a dealer’s vehicle.
Auto Intro. Customized dealer-branded emails are programmatically sent to consumers that submit leads on a dealer’s vehicle 
providing a “warm introduction” between the dealer and consumer.
            Vehicle Sourcing Products
Sell Your Car. Dealers that subscribe to our Sell Your Car product receive leads from consumers that use TrueCar to appraise 
the sale value of their vehicle, as described further above.
TrueCar Wholesale Solutions. Through TCWS, a licensed wholesale dealer, we are able to acquire vehicles directly from 
consumers and sell them to TrueCar Certified Dealers that are actively looking to stock those vehicles. This provides a seamless 
vehicle-sourcing channel for dealers with specific inventory stocking needs and allows consumers in markets where we might not have 
sufficient dealer coverage to sell their vehicle at a competitive price. 
            TrueCar Marketing Solutions
TrueCar Marketing Solutions, or TCMS, is a suite of digital marketing solutions that combines agency-level expertise with a 
robust marketing technology stack, leveraging proprietary first-party data to help dealers expand their reach, improve advertising 
efficiency, and drive both vehicle sales and high-margin service business. TCMS offers on- and off-platform advertising solutions 
designed to engage in-market car shoppers with precision targeting. TCMS simplifies digital marketing for dealers by delivering 
targeted, data-driven solutions that maximize reach and efficiency, helping dealerships sell more cars and drive service revenue. 
Digital Advertising Packages. TCMS is designed to provide scalable digital advertising solutions designed to help dealerships 
effectively reach in-market shoppers across a range of digital channels including social media advertising, display advertising (both 
on-site and off-site), connected TV (such as such as advertisements on video streaming services), streaming audio and email 
marketing. These solutions are available for both sales and service campaigns, enabling dealers to promote vehicle sales, service 
offers, and seasonal promotions while optimizing ad spend across multiple channels.
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Dealer Private Targeted Offer. Dealer Private Targeted Offers are designed to help move aged inventory by offering 
exclusive discounts on specific inventory to members of TrueCar’s affinity network. By marketing these special offers directly to 
engaged car shoppers, dealers can reduce carrying costs while driving more targeted leads.
TrueCar Military Program. TrueCar’s Military Program provides dealers with exclusive access to military families, offering 
co-branded omni-channel campaigns that promote special military incentives. This program helps dealerships tap into a large, highly 
engaged and loyal audience.
Data & Technology
Dealer Portal. Our network of TrueCar Certified Dealers utilize the Dealer Portal, an application that is accessible online and 
on mobile devices, as a sales enhancement platform. This portal offers exclusive insights into customer behavior and needs, enhancing 
the capabilities of a dealer's customer relationship management system and providing dealers with tools for pricing their vehicles 
competitively. Additionally, the Dealer Portal facilitates the creation of TrueCar and partner network branded offers, managing 
inventory, and Sponsored Listings on TrueCar. The Dealer Portal also includes various management tools and reports to optimize 
dealer operations and sales strategies. We also use Dealer Portal as a dealer engagement tool to promote our products and offerings to 
active dealers and support administrative functions such as invoicing.
Strategic Pricing Tools. The Dealer Portal’s Pricing Tools equip dealers with an integrated platform for assessing and setting 
competitive prices for all vehicles. This includes options for adding dealership-installed options and fees, applying affinity network 
and used vehicle discounts and customizing pricing for each new vehicle make, model, style and VIN, leveraging historical transaction 
data for pricing precision.
Reporting and Documentation. The Dealer Portal’s self-service reporting offers key performance insights, tracking 
engagement, sales metrics and product activations. It also provides a holistic view of dealer activities, including lead generation, sales 
performance and customer interactions, while highlighting areas for strategic improvement and optimization in dealership operations. 
Additionally, the Dealer Portal streamlines the co-op reimbursement process for dealers by providing essential documentation and 
services, making it easier to submit claims for qualified TrueCar products to OEMs.
Sales Closing Tools. The Offer Tool in our Dealer Portal allows dealers to create tailored offers based on their inventory, 
enhancing customer engagement with personalized proposals. Dealers are also able to view enhanced prospect information with 
comprehensive lead profiles. This information draws from site activity and third-party resources, offering a thorough view of potential 
buyers. This includes insights into consumer vehicle preferences, financial expectations, purchase intent and trade-in values. 
Additionally, we provide in-app messaging tools branded for seamless and effective sales conversations, giving dealers a resource to 
better understand and connect with consumers.
TrueCar Access. The majority of our dealers utilize our TrueCar Access package, comprised of our Trade and Payments 
solutions. Through our Trade solution, participating dealers can provide consumers with information on the value of the vehicle they 
wish to trade. For trade-in vehicles that are part of our TrueCar+ flow, dealers can provide consumers with a conditional offer to 
purchase the consumer's vehicle, which we refer to as a True Cash Offer, all through our online platform. The amount of a True Cash 
Offer is determined by TCWS, and, where applicable, is backed by a guarantee from TCWS to the dealer that the vehicle will be 
repurchased at the indicated price if the dealer does not wish to keep it. Through our Payments solution, participating dealers can show 
consumers accurate estimates of their monthly lease or loan payments with digital retailing tools that span the buying and selling 
lifecycle. We have historically offered the Trade and Payments products separately and continue to do so for certain dealers. Dealers 
can access these tools through the Dealer Portal referred to above.
Home Delivery. The Home Delivery Management tool in the TrueCar Dealer Portal integrates a third-party delivery service, 
enabling vehicle dispatches for both in-store and TrueCar consumers. This tool facilitates trade-in pickups, calculates and collects 
delivery fees, and offers real-time logistics tracking, consolidating these services into a single, efficient platform for our Certified 
Dealers.
OEMs
Incentive Programs. We enable manufacturers to target consumers based on membership in an affinity group and other 
criteria. Through our platform, manufacturers can create cash incentives targeted to specific consumers and provide the ability to 
generate a unique coupon code that can be redeemed and validated at any dealership across the country in connection with the 
purchase of a vehicle. By facilitating and tracking these incentive codes in their own reporting systems, manufacturers can account 
directly for this method of reaching consumers and pay TrueCar for delivering this service on a fee per redeemed incentive.
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Marketing Solutions. In addition to running targeted incentive offers through our affinity network, OEMs can also advertise 
through TrueCar to reach consumers at any point in their shopping journey through integrated onsite display content and off-site 
retargeting across various channels, including email, display ads, social media and search engines. 
Affinity Partners
We currently power the auto buying programs for more than 250 affinity group marketing partners that include some of the 
nation’s largest brands and membership-based organizations. Our affinity group partner network is an important part of our business 
and enables TrueCar Certified Dealers to increase their exposure to car shoppers. 
TrueCar+
TrueCar+ represents the first and only automotive marketplace that enables consumers to purchase a new, used or certified 
pre-owned vehicle entirely online without having to visit the dealership. For consumers, TrueCar+ offers the convenience and 
flexibility of shopping thousands of eligible vehicles and completing all of the car-buying steps, from selecting finance and insurance 
products, securing competitive financing, receiving a binding value on their trade-in, and executing a retail installment contract, from 
their home. For dealers, TrueCar+ represents the first and only digital retailing solution that allows them to reach consumers far 
outside their addressable market while growing their bottom line through sales efficiencies and enhanced pricing power. In July of 
2024, we launched the beta version of TrueCar+ in California and have continued to evolve the product with the goal of 
commercializing it more broadly in the future.
Sales and Marketing
Consumer marketing
 
We reach consumers through the TrueCar website and the branded mobile applications and websites we maintain for our 
affinity group marketing partners. Our marketing is focused on building the TrueCar brand. The key tenets of our brand are providing 
transparent market price information and enhancing the car-buying experience for both consumers and dealers. We focus most of our 
marketing spend on digital media, such as search engine marketing, social network and connected TV. Our consumer brand awareness 
efforts are aided by the fact that we are quoted in various media outlets from time to time as a recognized industry authority on 
automotive retail and online data forecasting.
We also support initiatives for our affinity group marketing partners. These initiatives are designed to promote awareness of 
the organizations’ car-buying programs among their memberships through a variety of media, including email, online advertising, 
Internet search engine marketing, social media, connected TV, direct mail, and print.
 
Dealer engagement and industry relations
Our dealer solutions team is responsible for supporting our network of TrueCar Certified Dealers, optimizing our TrueCar 
Certified Dealer coverage across brands and geographies and for providing onboarding and dealer support. Our team helps dealers 
grow their businesses by regularly providing data-driven insights on inventory management and pricing.
 
Our ability to understand the needs of, actively listen to and collaborate with our network of TrueCar Certified Dealers is 
crucial to our success, and many of our dealer solutions team employees have worked at dealerships or manufacturers.
 
Competition
 
The automotive retail industry is highly competitive and fragmented. Consumers use a variety of online and offline sources to 
research vehicle information, obtain vehicle pricing information and identify dealers. In addition, dealers use a variety of marketing 
channels to promote themselves to consumers.
Competition for consumer awareness
 
We compete to attract consumers directly to our TrueCar.com website and mobile applications primarily on the basis of the 
quality of the consumer experience; the breadth, depth and accuracy of information; brand awareness; and reputation.
 
10

Our principal competitors for consumer awareness include:
•
Internet search engines and online automotive sites such as Google, Amazon, Autotrader.com, eBay Motors, 
AutoWeb.com (formerly Autobytel.com), KBB.com, CarSaver.com, CarGurus.com and Cars Commerce (also known as 
Cars.com);
•
sites operated by automobile manufacturers such as General Motors and Ford;
•
online automobile retailers such as Carvana, CarMax (and its subsidiary Edmunds), DriveTime and other local and 
national dealerships with strong online presences;
•
providers of offline, membership-based car-buying services, such as the Costco Auto Program; and 
•
offline automotive classified listings, such as trade periodicals and local newspapers.
 
Competition for car dealer marketing spend
 
We compete for a share of car dealers’ overall marketing expenditures within online and offline media marketing channels. 
We compete primarily on the basis of the transaction-readiness of our users; the efficiency of customer acquisition as compared to 
alternative methods; the accountability and measurability of our service; product features, analytics and tools; dealer support; and the 
size of our prospective car buyer audience. Other businesses also derive significant portions of their revenue by offering consumer 
marketing services to dealers. These companies include listings, information, lead generation and car-buying services, and compete 
with us for dealer marketing spend.
 
Our principal competitors for car dealer marketing spend include:
•
online automotive content publishers, such as Edmunds and KBB.com, selling impression-based display advertising, and 
online automotive classified listing sites, such as Autotrader.com, CarGurus.com and Cars Commerce (also known as 
Cars.com), selling inventory-based subscription billing;
•
lead generators, such as AutoWeb.com, selling pay-per-lead advertising;
•
Internet sites, such as Google and Facebook, selling cost-per-click advertising; and
•
offline media, including newspaper, outdoor advertising, radio, television and direct mail.
Technology
We have designed our technology platform, website and products to provide consumers, dealers and other parties with the 
information they need to affect a successful car purchase. Consumers access this platform through the TrueCar-branded website, 
affinity group marketing partner websites and TrueCar-branded and affinity group mobile applications. Dealers access the platform 
through the software tools available on our Dealer Portal. Supporting each of these user interfaces are advanced systems for processing 
and analyzing automotive data, including features such as vehicle configurators and predictive consumer behavior modeling, as well 
as our proprietary matching algorithm to compare our transaction-based data sources with our record of online users for processing 
and billing. Our TrueCar+ offering requires a technological infrastructure that integrates the software and processes used by dealers, 
lenders and other third parties in order to create a fully-integrated online commerce flow for the car buying process. While a number 
of key aspects of this infrastructure, such as our unified checkout flow, which allows consumers to view relevant transaction details, 
landed costs and next steps to complete the purchase of a vehicle, have been developed, additional components that we envision to 
scale TrueCar+, will require additional technological development. We use a combination of open source and licensed software 
running on optimized hardware.
Substantially all of our data processing and storage capabilities are cloud-based and sufficiently redundant. We have adopted 
a centralized approach to quality assurance and testing for our technology platform and all products aimed at enhancing consumer and 
dealer experiences while seeking to optimize availability, scalability, security and performance.
 
Intellectual Property
 
We protect our intellectual property through a combination of patents, copyrights, trademarks, service marks, domain names, 
trade secret laws, confidentiality procedures and contractual restrictions.
 
At December 31, 2024, we had 86 U.S. issued patents, 19 pending U.S. patent applications, no issued foreign patents and no 
pending foreign patent applications. The issued and allowed patents begin expiring in 2028 through 2041. We intend to pursue 
additional patent protection to the extent we believe it would be beneficial to our competitive position.
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We have a number of registered and unregistered trademarks. We registered “TrueCar,” “TrueCar+,” the TrueCar logo, 
various TRUE marks and other marks as trademarks in the United States and several other jurisdictions. We also have filed trademark 
applications for other entities in the United States and other jurisdictions and will pursue additional trademark registrations to the 
extent we believe it would be beneficial to our competitive position.
 
In addition to the protection provided by our intellectual property rights, we enter into confidentiality and proprietary rights 
agreements with our employees, consultants, contractors and business partners. Our employees and contractors are also subject to 
invention assignment agreements. We further control the use of our proprietary technology and intellectual property through 
provisions in both our general and product-specific terms of use on our website.
Seasonality
Across the automotive industry, consumers tend to purchase a higher volume of cars in the second and third quarters of each 
year, due in part to the introduction of new vehicle models from manufacturers. As our business is substantially dependent on the 
volume of car purchases in the United States, this seasonal trend affects our business.
Regulatory Matters
Various aspects of our business are or may be subject, directly or indirectly, to U.S. federal and state laws and regulations. In 
particular, the advertising and sale of new or used motor vehicles is highly regulated by the states in which we do business. Although 
we do not sell motor vehicles to consumers, the dealers from which we derive a significant portion of our revenues do sell motor 
vehicles to consumers. These regulations limit the business that we can conduct, the offerings we provide and the manner in which we 
can compete in the market. Moreover, state regulatory authorities or other third parties could take and, on some occasions, have taken 
the position that some of the regulations applicable to dealers or to the manner in which motor vehicles are advertised and sold 
generally are directly applicable to our business. Additionally, as discussed in greater detail under “Risk Factors” herein, we have from 
time to time been required to devote material resources to defend ourselves from allegations of violations.
In order to operate in this highly-regulated environment, we have developed our products and services with a view toward 
appropriately managing the risk that our regulatory compliance or the regulatory compliance of the dealers in our dealer network could 
be challenged. As one example, our subsidiary, TrueCar Wholesale Solutions, Inc., holds a wholesale dealer’s license, so that it is able 
to purchase vehicles from consumers and sell those vehicles to other licensed dealers in support of our Trade and “Sell Your Car” 
product offerings. If, and to the extent that, our products and services fail to satisfy relevant regulatory requirements, our business or 
our TrueCar Certified Dealers could be subject to significant civil and criminal penalties, including fines, or the award of significant 
damages in class action or other civil litigation, as well as orders interfering with our ability to continue providing our products and 
services in certain states.
Given the regulatory environment in which we and our participating dealers operate, in designing our products and services, 
we have focused considerable attention on two areas of state regulation: state advertising regulations and state brokering or “bird-
dogging” regulations. With respect to advertising, we believe that most of the content displayed on the websites we operate does not 
constitute advertising for the sale of new motor vehicles. Nevertheless, we endeavor to design the content such that it would comply 
insofar as practicable with state advertising regulations if and to the extent that the content is considered to be new vehicle sales 
advertising. With respect to state brokering or “bird-dogging” regulations, we have designed our products and services in a manner 
that aims to avoid the applicability of those regulations.
Additionally, the advertising and sale of automobile insurance and the provision of automobile financing products are highly 
regulated by the jurisdictions in which we do business. Although we do not sell insurance or automobiles or provide automobile 
financing, extend credit to consumers or render credit decisions, certain of our partners sell insurance, extend credit to consumers, 
render credit decisions or provide automobile financing products to the public in general, and may sell insurance, extend credit, render 
credit decisions or provide automobile financing products to our users in particular. Further, we enter into arrangements with certain 
such partners from time to time pursuant to which we receive fees based in whole or in part on the volume of our users who choose to 
interact with those partners. We cannot guarantee you that regulatory authorities or third parties will not take the position that some of 
the regulations applicable to insurance brokers or automobile financing providers, or to the manner in which insurance products or 
automobile financing products are advertised or sold, apply to our platforms or business.
The Federal Trade Commission, or the FTC, has authority to take actions to remedy or prevent advertising practices that it 
considers to be unfair or deceptive and that affect commerce in the United States. If the FTC takes the position in the future that any 
aspect of our business constitutes an unfair or deceptive advertising practice, responding to those allegations could require us to pay 
significant damages, settlements and civil penalties, or could require us to make adjustments to our products and services, any or all of 
which could result in substantial adverse publicity, loss of participating dealers, lost revenues, increased expenses and decreased 
profitability.
12

Antitrust laws prohibit, among other things, any joint conduct among competitors that would lessen competition in the 
marketplace. Some of the information that we obtain from dealers is competitively sensitive and, if disclosed inappropriately, could 
potentially be used by dealers to impede competition or otherwise diminish independent pricing activity. A governmental or private 
civil action alleging the improper exchange of information, or unlawful participation in price maintenance or other unlawful or 
anticompetitive activity, even if unfounded, could be costly to defend and adversely impact our ability to maintain and grow our dealer 
network.
In addition, governmental or private civil actions under antitrust laws could result in orders suspending or terminating our 
ability to do business or otherwise altering or limiting certain of our business practices, including the manner in which we handle or 
disclose dealer pricing information, or the imposition of significant civil or criminal penalties, including fines or the award of 
significant damages against us and our TrueCar Certified Dealers in class action or other civil litigation.
We are subject to a variety of federal and state laws and regulations that relate to privacy, data protection and personal 
information, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and 
can be subject to significant change. As a result, the application, interpretation and enforcement of these laws and regulations are often 
uncertain, and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current 
practices and policies. For example, legislative or regulatory actions affecting the manner in which we display content to our users, use 
or share information or obtain consent to use or share information could adversely affect the manner in which we provide our services 
or adversely affect our financial results.
The foregoing description of laws and regulations to which we are or may be subject is not exhaustive, and the regulatory 
framework governing our operations is subject to continuous change. Our efforts to design products and services in a manner that 
appropriately manages the regulatory compliance risk for our business and our participating dealers are complicated by the fact that 
many of the laws and regulations referred to above vary from state to state, and even within a given state are frequently susceptible to 
multiple interpretations. Further, automotive regulatory laws were generally developed decades before the emergence of the Internet, 
they are subject to significant revision or modification and the manner in which they should be applied to our business model is 
frequently open to question. As a practical matter, state automobile dealer associations often have considerable influence over the 
construction of these laws by the relevant state regulatory authorities. Accordingly, in addition to our dialogues with relevant state 
agencies, we interface on a regular basis with representatives from automobile dealer associations in order to take their views into 
account as we continually update our products and services. The specific manner in which we have designed our products and services 
in an effort to manage regulatory compliance concerns for us and our network of TrueCar Certified Dealers is the result of extensive 
analysis, which has required the investment of substantial resources that we believe represents a valuable asset of our business. 
However, we cannot assure you that we will be able to successfully comply with current or future regulations to which our business 
may be subject.
Human Capital Resources
At December 31, 2024, we had 348 full-time employees and one part-time employee nationwide. We have a dynamic 
workforce policy, pursuant to which our employees work from home on a permanent basis. Our dynamic workforce policy allows us 
to sublet or negotiate early terminations for most of our leased office spaces. We engage a number of temporary employees and 
consultants to support our operations. None of our employees is represented by a labor union or subject to a collective bargaining 
agreement. We have not experienced any work stoppages, and we consider our relations with our employees to be good.
We believe our success depends on the efforts and talents of our executives and employees, and our future success depends 
on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees, including our dealer, 
marketing, engineering, finance, accounting, legal and other personnel. Competition for qualified employees in our industry, 
particularly for software engineers, data scientists and other technical staff, is often intense, and we have at times faced significant 
competition in hiring and retaining them. To attract and retain executives and other key employees in this competitive marketplace, we 
must provide competitive compensation packages, including cash and stock-based compensation. Our primary forms of stock-based 
incentive awards are time-based restricted stock units and performance-based restricted stock units.
We view our people as our most important capital asset, in which we strive to invest to develop talent and growth to build 
their capabilities. We leverage both extrinsic and intrinsic motivators. Base pay for all of our positions is benchmarked to relevant 
external peer and role comparators and determined based on level expectations and proficiency evaluations within the applicable level. 
Equity awards for new hires are based on the employee’s position, prior experience, qualifications and the market for particular types 
of talent. Additional equity grants are based on employee contribution, potential and retention objectives. Equity awards generally 
have long-term (four year) vesting periods to align our employees with our long-term success. Non-executive employee cash bonuses 
are based on company financial and individual performance. The executive cash bonus program is based on company financial 
performance and the attainment of key strategic objectives under the annual plan approved by the Compensation and Workforce 
Committee of our Board of Directors. After the end of the fiscal year, that committee reviews performance against plan objectives and 
13

determines the actual payout of the bonus. Members of our sales organization are eligible for incentive compensation in lieu of the 
corporate bonus program, which is based on attainment of key activities or the completion of key objectives deemed important by 
department and company leadership for the growth and maintenance of our dealer network and other revenue streams. We also 
consider the health insurance and other benefits that we provide to be an important part of our overall compensation package.
Finally, as part of our continuing efforts to support our employees and be responsive to their concerns, we regularly measure 
and monitor employee morale and engagement and assess our culture, including diversity, equity and inclusion. 
Corporate Information
We completed our initial public offering in May 2014 and our common stock is listed on the Nasdaq Global Select Market 
under the symbol “TRUE.”
Available Information
Our Internet address is www.truecar.com. Our investor relations website is located at ir.truecar.com. We make our Securities 
and Exchange Commission (“SEC”) periodic reports (Forms 10-Q and Forms 10-K) and current reports (Forms 8-K), and 
amendments to these reports, available free of charge through our website as soon as reasonably practicable after they are filed 
electronically with the SEC. The information posted to our website is not incorporated into this Annual Report of Form 10-K. 
We have provided and may continue to provide important disclosures to investors, including material non-public information 
and other disclosures made for the purposes of complying with Regulation FD, by posting such disclosures in the investor relations 
section of our website or through LinkedIn, Facebook and X.
 
The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements and other 
information regarding our company that we file electronically with the SEC.
14

Item 1A. 
Risk Factors 
 
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties 
described below, together with all of the other information in this report, including our consolidated financial statements and related 
notes, and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making 
an investment in our common stock. If any of the following risks is realized, our business, financial condition, operating results and 
prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline and you could 
lose part or all of your investment. Additional risks and uncertainties not presently known to us or not believed by us to be material 
could also impact us.
15

Risks Related to Our Business and Industry
Our business is subject to risks related to the larger automotive ecosystem, including inventory and global supply chain 
challenges, labor and other factors.
Our business is sensitive to adverse conditions affecting automobile dealers, manufacturers, their suppliers and the market for 
automobiles in the United States. For example, starting in 2020, the automotive industry experienced a decline in inventory supply due 
to disruptions related to the coronavirus pandemic that resulted in shortages of critical parts, such as automotive semiconductor chips. 
Despite improvements in inventory levels beginning in the latter half of 2022 that led to inventory supply in the fourth quarter of 2024 
at the highest levels since June 2020, industry-wide levels still have not reached pre-pandemic levels and certain manufacturers have 
experienced slower recoveries in inventory levels than others. We cannot guarantee that inventory supply will ever fully return to 
historic levels. Furthermore, the imposition of tariffs by the United States government could result in lower imports of automobiles or 
shortages of critical parts, causing additional pressure on the supply chain and lower inventory levels. The limited supply of inventory 
also led to an increase in wholesale auction prices and the prices that dealers charge consumers for automobiles.
The reduced inventory and increased prices have had several negative effects on our business, which may persist even as 
inventory shortages subside. These effects include, but are not limited to: a reduction in dealers’ willingness to participate in our 
network and corresponding pressure on our dealer count and revenue; an increase in competition for dealers’ marketing spending; a 
reduction in automobile manufacturers’ incentive spending and willingness to partner with us on incentives; an adverse effect on 
consumer satisfaction with our services due to high vehicle prices; and an adverse impact on the amount of inventory available on our 
sites, all of which negatively impact our business. We cannot predict when, if ever, the impacts from these automobile inventory-
related issues will fully subside. Unless our business is able to recover from the ensuing adverse effects, there will likely be continued 
adverse impacts on our business, results of operations and prospects.
Further, in June 2024, CDK Global, a major provider of automotive information systems, including dealer management 
systems, or DMS, products that are widely used by our network of TrueCar Certified Dealers, announced that it had suspended certain 
key systems and operations as a result of a cybersecurity incident. The CDK cybersecurity incident left a large portion of our TrueCar 
Certified Dealers without access to certain business systems for extended periods of time. While the impact of the suspension of 
CDK’s services was not material to our business, future disruptions of a similar nature could negatively impact our business. For 
example, if business disruptions resulted in a decrease in vehicle sales by dealers and OEMs who use our products and services on a 
pay-per-sale basis, such sales decreases would result in a corresponding decrease in revenue collected by us from such dealers and 
OEMs. Further, if dealers experience a decline in revenue as a result of operational disruptions, their ability to allocate marketing 
spend to products such as ours may be adversely impacted. Further, as discussed in the risk factor entitled “We rely on relationships 
with data providers and may experience interruptions in the data feeds or API services they provide, which could adversely affect our 
current and future services and product offerings, including TrueCar+, and otherwise negatively affect our business,” disruptions to 
technical integrations and related issues can negatively impact our ability to provide dealers with our services and match sales revenue. 
Finally, in the immediate wake of the CDK cybersecurity incident, certain dealers have expressed hesitation with allowing us to access 
data through their DMS data feeds due to an increased sensitivity to risks associated with security vulnerabilities.
Labor disputes, strikes or similar activities, whether impacting automobile manufacturers, their suppliers, or the supply chains 
through which automobiles and their components are delivered may have an adverse impact on our business if such disruptions result 
in reduced automobile inventory supply, an increase in the prices of automobiles or otherwise reduce the demand for new automobiles. 
We cannot predict the impacts of any future labor activity on inventory levels, consumer sentiment or the larger automotive 
ecosystem, and any such impacts may negatively affect our business and results.
In addition, our business may be negatively affected by challenges faced by the larger automotive ecosystem, including 
challenges arising from growth in car manufacturer subscription service offerings and other alternative business models that may 
reduce the value proposition or competitiveness of our services, automotive tariffs, natural disasters, pandemics and other 
macroeconomic issues. Any of the foregoing could have a material adverse effect on our business, results of operations and financial 
condition.
Decreases in the quality or quantity of the leads we provide to dealers adversely affect our business and revenue by, 
among other things, decreasing our unit volume and causing some dealers on our network to lose faith in our value proposition 
and choose to leave our network or insist on lower subscription rates.
Our Auto Buying Program introduces consumers to TrueCar Certified Dealers, who either pay us a subscription fee or a fee 
per vehicle sold to our users introduced to them through our platform. The quantity of these leads as well as their quality, as measured 
by the rate at which our leads convert into buyers, are important variables in the success of our business and depend on many factors, 
including the attractiveness of our consumer experience, the efficiency of the algorithm that matches our users with TrueCar Certified 
Dealers and consumers’ loyalty to our brand or to that of the affinity partner through which they were introduced to our Auto Buying 
Program. When our lead quality or quantity declines, for example, in response to macroeconomic factors such as interest rates, 
inventory shortages or inflation, our unit volume declines, which results in both lower revenues from dealers and OEMs with pay-per-
sale billing arrangements, as well as a greater difficulty in justifying our value proposition to dealers, including dealers on subscription 
16

billing arrangements. Additionally, diminished lead quality or quantity often causes TrueCar Certified Dealers to be dissatisfied with 
our program, which increases the likelihood that they choose to leave our network or insist on lower subscription rates. 
Historically, some of our TrueCar Certified Dealers have expressed concern about our lead quality. For example, in 2020, the 
wind-down and subsequent termination of our affinity partnership with USAA Federal Savings Bank, or USAA, adversely affected 
both our lead quantity and quality. Additionally, during the first several months of the coronavirus pandemic, we noticed a substantial 
but temporary decrease in lead quantity, and since 2021, we have continued to experience relatively lower lead quality compared to 
the years prior to the pandemic. We believe that the lead quality and quantity challenges that we have experienced since 2021 are 
substantially related to the contemporaneous industry-wide automobile inventory shortages, which we discuss in greater detail in the 
risk factor entitled “Our business is subject to risks related to the larger automotive ecosystem, including inventory and global supply 
chain challenges, labor and other issues” and other macroeconomic factors that impact automobile purchases such as inflation and 
interest rates. We cannot predict how further developments will affect our lead quantity and quality, and negative developments in 
these metrics have adversely affected our revenues, results of operations and business and may continue to do so in the future.
If we are not successful in rolling out new offerings, including our TrueCar+ offering, providing a compelling value 
proposition to consumers and dealers using those offerings, integrating our current and future offerings into such experiences or 
appropriately monetizing them, our business and prospects would be adversely affected.
We believe that our effort to fully build out our end-to-end consumer car-buying experience, TrueCar+, is critical to the 
success of our business. Through this initiative, we have integrated certain of our historic product offerings along with newly 
developed offerings designed to provide an end-to-end car-buying experience in a single, seamless experience.
While we envision providing a full-scale end-to-end consumer car-buying experience through our TrueCar+ offering that 
allows consumers to complete all steps of the car buying process, including: shopping for and selecting a car; applying for and 
receiving financing; exchanging a trade in vehicle; viewing all costs, taxes and fees associated with a new vehicle; and executing a 
retail installment contract for the vehicle, all from the TrueCar+ platform, there are a number of technical factors that may make this 
offering difficult or impossible to develop at scale. For example, such an offering would likely only be effective if integrated into the 
software platforms already commonly used by a sufficient number of dealers, a process which would require the third-party 
developers of such software platforms to cooperate with our own product development efforts, and some such developers may view 
our offerings as competitive with their own or may not otherwise be incentivized to provide such cooperation. Further, providing 
consumers with accurate and detailed pricing about a potential vehicle purchase requires developing sophisticated systems that 
properly account for factors such as rebates, financing terms and state and local taxes, which may all differ depending on the relevant 
jurisdictions and parties involved. Allowing for purchase documentation to be executed remotely or online also requires additional 
integration into existing dealer software and may be subject to differing legal requirements or restrictions depending on the applicable 
jurisdiction. Creating a fully-scaled online car buying offering that is effective and attractive to both dealers and consumers requires 
overcoming these and other challenges. If we are unable to do so, the viability of our TrueCar+ product may be substantially impacted 
and our business, results of operations and prospects may suffer as a consequence. 
In July 2024, we announced a pilot program of TrueCar+ in the San Francisco Bay Area, however, for the reasons described 
herein, we cannot guarantee that we will be able to expand the scale of this offering to the extent necessary to positively impact our 
business, revenue and operations. If we are unsuccessful in rolling out a scalable TrueCar+ offering, providing a compelling value 
proposition to the consumers and dealers using it, integrating our current and future offerings into that experience or appropriately 
monetizing it, our business, revenue, operating results and prospects would be adversely affected. 
Actions that we have taken and may take in the future to restructure our business in alignment with our strategic 
priorities may not be as effective as anticipated.
In June 2023, we announced a strategic restructuring, which we refer to as the Restructuring Plan. In connection with the 
Restructuring Plan, we reduced our workforce by approximately 24%. While the Restructuring Plan was designed to further our 
efforts to enhance productivity and efficiency, preserve profitability and streamline our organizational structure, we may encounter 
challenges in the execution of these efforts that could prevent us from recognizing the intended benefits of such efforts or otherwise 
adversely affect our business, results of operations and financial condition. For example, this reduction in our workforce may have 
resulted in, and may continue to result in, unintended long-term consequences, including unwanted employee attrition; damage to our 
reputation as an employer; and the loss of institutional knowledge and expertise. 
As we continue to identify areas of cost savings and operating efficiencies, we may consider implementing further measures 
to reduce operating costs and improve operating margins. We may not be successful in implementing such initiatives, including as a 
result of factors beyond our control. If we are unable to realize the anticipated savings and efficiencies from our reductions in force, 
other potential restructuring efforts and future strategic initiatives, our business, results of operations and financial condition could be 
harmed.
17

The growth of our business relies significantly on our ability to maintain and increase the revenues that we derive from 
dealers in our network of TrueCar Certified Dealers. Failure to do so would harm our financial performance.
We derive most of our revenues from dealers in our network of TrueCar Certified Dealers. If we are unable to maintain and 
increase these revenues, our financial performance will be harmed. We seek to increase these revenues in a number of ways.
First, we work to develop, introduce and improve, new products for dealers, including our TrueCar+ offering, to increase 
revenue and drive dealer adoption of our offerings. As discussed further above under, “If we are not successful in rolling out new 
offerings, including our TrueCar+ offering, providing a compelling value proposition to consumers and dealers using those offerings, 
integrating our current and future offerings into such experiences or appropriately monetizing them, our business and prospects 
would be adversely affected,” if we fail to provide enticing new products, we may not be able to attract new dealers or maintain the 
current dealers in our network.
Second, we endeavor to support and maintain our currently active TrueCar Certified Dealers. As described in greater detail 
elsewhere in this “Risk Factors” section, macroeconomic challenges such as the coronavirus pandemic and related inventory shortages 
imposed financial hardships on dealers, and the termination of our partnership with USAA in 2020 diminished the average quantity 
and quality of the leads that we provide our dealers, and while we have taken actions intended to mitigate these effects on our dealers, 
there can be no assurance that our efforts will be successful.
Third, because an increasing majority of our unit volume from our dealers is subject to subscription billing arrangements, 
with the remainder being subject to pay-per-sale billing arrangements, our ability to properly manage dealer subscription rates is 
critical to maintaining and increasing our dealer revenues. As we expect the number of TrueCar Certified Dealers on subscription 
billing arrangements to continue to increase relative to those on a pay-per-sale billing model, the growth of our business will be even 
more dependent on our ability to manage dealer subscription rates.
If we are unable to convince subscription-based dealers of our value proposition, we could be unable to maintain or increase 
dealer subscription rates even if our unit volume increases. Similarly, if our unit volume declines and we are not able to appropriately 
manage the subscription rates of affected dealers, those dealers could insist on lower subscription rates or terminate their participation 
in our dealer network. Any of these and other similar subscription-related eventualities could have a material adverse effect on our 
business, growth, financial condition, results of operations and cash flows. In addition, in the past we have opted to provide 
subscription dealers with discounts in response to volatility in our monetization rates, including during the coronavirus pandemic. In 
the future, we expect to continue to adjust individual dealers’ subscription rates in an effort to bring their monetization rates in line 
with historical levels. If we do not successfully balance the need to maintain dealer relationships with appropriate subscription 
adjustments with the need to maintain our revenues, our business, operating results and financial condition could be negatively 
affected.
Finally, we strive to grow and optimize the geographic coverage of dealers in our network of TrueCar Certified Dealers and 
to improve the representation of high-volume brands in our network to increase the number of transactions between our users and 
dealers. Some automotive brands consistently achieve higher than average sales volume per dealer. As a consequence, dealers 
representing those brands make a disproportionately greater contribution to our unit volume. Our ability to grow and to optimize the 
geographic coverage of dealers in our network of TrueCar Certified Dealers, increase the number of dealers representing high-volume 
brands and grow the overall number of dealers in our network is an important factor in growing our business.
Beginning in early 2020, we experienced the loss of a significant number of both franchise and independent dealers in our 
network, including as a result of the coronavirus pandemic, inventory shortages and the termination of our affinity partnership with 
USAA. Although the number of franchise dealers in our network increased in 2023 and 2024, we continued to lose independent 
dealers due, in part, to the number of independent dealers that have been acquired in industry consolidations or have gone out of 
business as price volatility and higher interest rates on inventory held by dealers has increased financial pressures. As a result, we may 
be unable to maintain or grow the number of dealers in our network, in a geographically optimized manner or at all, or increase the 
proportion of dealers in our network representing high volume brands. If we continue to experience a protracted decline in our dealer 
count, or experience a similar decline in the future, it would have a material adverse effect on our business, growth, financial 
condition, results of operations and cash flows.
We cannot assure you that we will be able to maintain or increase the revenues that we derive from dealers in our network of 
TrueCar Certified Dealers in any of the ways described above, or otherwise, and failure to do so would harm our financial 
performance.
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The loss of a critical mass of dealers, either nationally or in any given geographic area, could deprive us of the data we 
need to provide certain of our key features, our inventory supply and certain key elements of our platform’s consumer-facing 
functionality, any of which would negatively affect our business.
We depend on data provided by our dealers to provide our users with information about what others paid for the same make 
and model of car, among other aspects of our user experience. If a critical mass of dealers nationally, or in any given geographic area, 
goes out of business, or cancels or suspends their participation in our network, we may be unable to provide comparable sales data, our 
used-car inventory count and certain key elements of our platform to users in the affected areas, or the quality of the information or 
user experience could deteriorate in those areas. Although we introduced distance retailing in 2022 to allow consumers to choose from 
an expanded selection of inventory beyond their immediate geographic location, a majority of TrueCar consumers who ultimately 
purchase vehicles after being introduced to dealers through our platform do so from dealers in their immediate geographic region. 
Furthermore, although our TrueCar+ pilot program allows consumers to purchase new and used cars online without visiting a 
dealership, new cars are available through this pilot only to California residents and we are unable to offer used cars in all U.S. states 
as part of the current TrueCar+ pilot program. 
Additionally, because much of our organic traffic from search engines originates from used-car-related search terms, and our 
ranking for those terms is heavily influenced by our inventory levels, the loss of a critical mass of dealers in any given geographic area 
could also cause a loss of used-car inventory on our sites that would diminish our organic search traffic and therefore our number of 
monthly unique visitors. For example, a decrease in our relevant inventory would result in a decrease in pages that are available for 
search-engine indexation and a greater probability that a user leaves our pages early, which is generally a negative signal for ranking 
algorithms. For more information on the reliance of our business on search-engine results, refer to the risk factor entitled “We rely, in 
part, on Internet search engines to drive traffic to our website, and if we fail to appear prominently in the search results, our traffic 
would decline and our business would be adversely affected.”
Starting in 2023, we began to observe decreases in the number of independent dealers on our platform, primarily as a result of 
either being acquired in industry consolidations or going out of business. Manufacturers that offer multiple automotive brands may 
also incentivize franchise dealers to move away from certain brands in order to prioritize others, such as Jaguar Land Rover’s 
announcement in 2023 that it would incentivize franchise dealers to close Jaguar dealerships in order to promote Land Rover 
dealerships. While we do not believe that we have to-date lost a critical mass of dealers in any particular geographic area, recent 
decreases in our dealer count have affected our ability to present a wide array of dealers and inventory to some of our users, which 
could harm our business. Further, if we do lose a critical mass of dealers nationally, in any geographic area or for any particular 
manufacturer, our business, reputation and results of operations would be negatively affected.
Changes we make to our products, including as they relate to TrueCar+, may impact how such products are viewed by our 
dealers and consumers.
We have made recent changes to our products, including in anticipation of the rollout of TrueCar+, that may impact how such 
products are viewed by our dealers and consumers. For example, we historically offered our Trade solution to our dealers through a 
commercial partnership with Accu-Trade, but this relationship ceased in May 2023. Although we have continued offering valuation 
data for our Trade and “Sell Your Car” products with the support of our affiliate, TCWS, instead of Accu-Trade, we cannot guarantee 
that consumers or dealers will consider our replacement product comparable to what we have historically provided through our 
partnership with Accu-Trade. If dealers conclude that this change decreased the value of our product offerings, our business may be 
adversely affected. We also cannot assure you that we will be able to operationalize and implement the replacement support of TCWS 
at the same scale as the Accu-Trade product. If we are unable to do so, the TrueCar+ offering and our business and prospects will be 
adversely affected. The business model of TCWS also introduces additional risk to our business, including risks arising from the 
requirement that TCWS comply with certain laws and regulations governing the operations of automobile dealers, as further described 
in the risk factor entitled “We are subject to a complex framework of laws and regulations, including, among others, those concerning 
vehicle sales, advertising and brokering, many of which are unsettled, still developing and contradictory, which have in the past, and 
could in the future, subject us to claims, challenge our business model or otherwise harm our business.” Further, certain aspects of 
TCWS’ business model involve TCWS acquiring used cars from consumers and holding such cars in inventory. If TCWS is unable to 
efficiently liquidate such inventory or recognize gains from the sale thereof, our revenue, results and business may be adversely 
affected.
We have introduced, and intend to continue to introduce, additional other products in connection with the rollout of our 
TrueCar+ offering. However, because these products are new and may be relatively untested, we may be unable to anticipate issues 
that arise following their introduction. This has resulted in our product development and rollout being an iterative process in which we 
may modify, pause or cease certain features or products, and we expect to continue this approach with future offerings. Consumers 
and dealers may view past or future alterations or removals of TrueCar+ features or products in a negative light, which could adversely 
affect the prospects of our TrueCar+ offering. For more information on potential risks to our reputation with dealers arising from these 
new products, refer to the risk factor entitled “If key industry participants, including car dealers, affinity partners and automobile 
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manufacturers, perceive us in a negative light or our relationships with them suffer harm, our ability to grow and our financial 
performance may be damaged.”
Additionally in 2023, we announced our plans to develop more personalized and dynamic product experiences tailored to 
different consumer and dealer profiles, which we refer to as cohorts. We cannot guarantee that any cohort of dealers or consumers will 
positively respond to these offerings, that these offerings will be appropriately tailored to any cohort or that they will increase our 
traffic or close rates, in which case our business may be adversely affected. In addition, in 2024, we announced TrueCar Marketing 
Solutions, a suite of products designed to improve the efficiency of our dealer customers’ marketing efforts, but we cannot guarantee 
that our dealers will find the value proposition of these products to be compelling. Further, the resources dedicated to developing these 
offerings may detract from resources that would be otherwise dedicated to other product offerings.
If we are unable to provide a compelling car-buying experience to our users, the number of transactions between our 
users and TrueCar Certified Dealers, and the number of TrueCar Certified Dealers, could decline, and our revenue and results of 
operations would suffer harm.
The primary user experience on our TrueCar-branded website platform has evolved since its launch in 2010, but has not 
changed dramatically. While we continue to devote substantial resources to the development of our platform and enhancement of our 
user experience, including the rollout of our TrueCar+ end-to-end car-buying solution, we cannot assure you that we will be able to 
successfully scale this offering, or provide a compelling car-buying experience to our users. Our failure to do so could cause the 
number of transactions between our users and TrueCar Certified Dealers to decline, prevent us from effectively monetizing our user 
traffic and cause us to lose consumers to competitors’ platforms. In addition, if we are unable to provide a compelling car-buying 
experience to our users, the quality of the leads we provide to dealers could decline, which could result in dealers leaving our network.
We believe that our ability to provide a compelling car-buying experience is subject to a number of factors, including:
•
the actions taken by other participants in the car-buying process, including dealers and automobile manufacturers;
•
our ability to provide our TrueCar+ offering in a manner that is user-friendly, accepted by dealers and differentiated from 
the offerings of our competitors;
•
our ability to provide users personalized experiences tailored to differing consumer and dealer profiles; 
•
our ability to launch other new products that are effective and have a high degree of consumer engagement;
•
our ability to constantly innovate and improve our existing products, including in response to changes in consumer and 
dealer behavior and preferences, whether in response to the macroeconomic environment, such as inflation or increased 
interest rates or otherwise;
•
the compliance of the dealers within our network of TrueCar Certified Dealers with applicable laws, regulations and the 
rules of our platform, including the requirement that they honor the prices they quote to our users;
•
our access to a sufficient amount of data to enable us to provide relevant vehicle and pricing information to consumers, 
including data provided by TrueCar Certified Dealers through our systems; and
•
our ability to constantly innovate and improve our website as well as our mobile application and platform to enable us to 
provide products and services that users want to use on the devices they prefer.
Economic and other conditions that impact consumer demand for automobiles, including interest rates, inflation, tariffs 
and fuel prices, may have a material adverse effect on our business, financial condition and results of operations.
Decreases in consumer demand could adversely affect the market for automobile purchases and, as a result, reduce the 
number of consumers using our platform. Consumer purchases of new and used automobiles generally decline during recessionary 
periods and other periods in which disposable income is adversely affected. For example, the number of new vehicle sales in the 
United States decreased significantly between 2007 and 2009 in connection with the Great Recession, and, in connection with the 
coronavirus pandemic and the subsequent shortage of automobile semiconductor chips, dropped consistently for three years from 17.0 
million in 2019 to 13.8 million in 2022.
Various economic uncertainties, including stock market and commodity pricing volatility, could lead to a downturn that may 
impact our business. Purchases of new and used automobiles are typically discretionary for consumers and have been, and may 
continue to be, affected by negative trends in the economy, including the rising costs of energy and gasoline, the availability and cost 
of credit, reductions in business and consumer confidence, inflation, stock market volatility, new tariffs or border adjustment taxes, 
20

increased unemployment and changes in environmental regulations and fuel economy standards. For example, the tariffs on products 
imported from Canada, Mexico and China announced by President Trump in January 2025, if implemented and maintained for a 
sufficient period of time could result in increased costs to American consumers for automobiles and automobile components produced 
or assembled in those countries, which could decrease demand for automobiles and negatively impact our business. Further, the tariffs 
announced in February 2025 on steel and aluminum, raw materials used significantly in automobile manufacturing, as well as the 
tariffs that the president suggested his administration was considering imposing on automobile imports, if implemented and 
maintained, could each have similar negative impacts on the prices of cars, consumer demand and our business. Similarly, a change in 
gasoline prices, such as the increases in gasoline prices in the aftermath of Russia’s invasion of Ukraine in February 2022 and the 
resulting sanctions against Russia, governmental policy or other macroeconomic factors could increase the relative demand for electric 
vehicles, many of which are currently sold directly to consumers by manufacturers such as Tesla without the involvement of 
franchised dealers such as the TrueCar Certified Dealers on our network, and which is a transaction structure we are not currently able 
to monetize.
Interest rates in particular can have a significant impact on automobile purchases and affordability due to the direct 
relationship between interest rates and monthly loan payments. Interest rate increases by the U.S. Federal Reserve, such as those 
implemented in 2022 and 2023 as well as any additional increases that could occur in the future, could negatively affect the number of 
vehicles purchased by consumers, and any reduction in purchases could adversely affect automobile dealers and car manufacturers and 
lead to a reduction in other spending by these constituents, including targeted incentive programs. Higher interest rates combined with 
increased vehicle prices resulting from low inventory, as discussed in the risk factor entitled “Our business is subject to risks related to 
the larger automotive ecosystem, including inventory and global supply chain challenges, labor and other issues,” or other factors 
may also increase the amount of time that consumers wait between purchasing vehicles as the ability for a consumer to trade in or sell 
an existing vehicle to finance a new purchase may be diminished if the value of any loans associated with such existing vehicle are 
high relative to the underlying value of the vehicle itself. Increases in interest rates may also result in dealers purchasing lower 
amounts of inventory from manufacturers due to increases in dealers’ own financing costs.
Similarly, inflation may negatively affect consumer behavior and purchasing power, reducing the number of cars purchased 
by consumers during periods of heightened inflation. For example, during the twelve months ended June 30, 2022, consumer prices 
increased 9.1% according to the Department of Labor, and while increases in the rate of inflation have slowed since the summer of 
2022, rates of inflation have remained consistently elevated compared to the years leading up to the coronavirus pandemic, and we 
cannot predict the extent prices will continue to rise, or the long-term effects these conditions may have on consumer behavior.
Further, economic impacts and the impacts on consumer behavior resulting from responses to the coronavirus pandemic 
negatively affected our business, growth, financial condition, results of operations and cash flows in a number of ways. Most directly, 
in the first and second quarters of 2020, a number of state and local governments took steps that adversely impacted the sale of 
automobiles. In addition, economic uncertainty, as well as a decrease in consumers’ need and willingness to make discretionary trips 
outside of the home, decreased the demand for cars. Cumulatively, these factors resulted in a drastic reduction in the number of cars 
bought by our users from our dealers. In the second and third quarters of 2020, our units declined by approximately 22% over the 
same two-quarter period in 2019. Although we have experienced a marked improvement in our financial and operational metrics since 
the height of the pandemic, our business could suffer due to certain potential long-term effects of the pandemic. For example, if 
consumer demand for cars is permanently decreased because remote working continues to be prevalent in the long term and the need 
for commuting is reduced or if consumers become accustomed to contactless purchases and we are not able to successfully roll out our 
TrueCar+ experience, our business may be harmed. Further, many dealers were able to increase profits as a result of certain conditions 
caused by the pandemic, such as low inventory levels and marketing costs, and if dealers continue this operational approach, our 
business could be adversely affected. Additionally, the resumption of student loan payments, which were temporarily paused with 
respect to most publicly-held student loans during the coronavirus pandemic, may have a negative impact on consumer spending, 
which could adversely affect demand for automobiles and our business.
The failure to attract manufacturers to participate in our car manufacturer incentive programs, or to induce 
manufacturers to remain participants in those programs, could reduce our growth or have an adverse effect on our operating 
results.
In 2024 and 2023, respectively, we derived approximately 9.6% and 9.4% of our revenue from our arrangements with car 
manufacturers to promote the sale of their vehicles through additional consumer incentives, and, while more volatile than other of our 
revenue sources, we believe that this revenue stream represents a potential continued growth opportunity for our business following 
the recent increase in manufacturer incentive spending as automobile inventory shortages subside. As a result of low vehicle 
inventories in 2021 and 2022, manufacturers reduced incentive spending. Certain manufacturers who participated in our programs in 
the past suspended their participation due to the low inventory levels during this time, and we cannot guarantee that all such 
manufactures will return to our program even as inventory issues subside. 
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Attracting manufacturers to our program also requires us to present a compelling value proposition so that such 
manufacturers rationalize allocating marketing spend to our platform compared to other channels. Failure to attract additional 
manufacturers to participate in these programs could reduce our growth and harm our operating results. Additionally, our relationships 
with manufacturers typically begin with a short-term pilot arrangement and, even if a relationship progresses beyond the pilot stage, it 
may only be for a short term and may not be renewed by the manufacturer, which could cause fluctuations in our operating results. If 
we are unable to induce the manufacturers with which we currently have relationships to continue or expand their incentive programs 
on our platform, or to enter into longer-term arrangements, or if we are unable to attract new manufacturers to our platform, that would 
have an adverse effect on our business, revenue, operating results and prospects.
Further, some of our arrangements with manufacturers are intended to specifically target members of our affinity group 
marketing partners. If our relationships with such affinity group marketing partners are terminated, harmed or otherwise unfavorably 
modified, our ability to offer such programs with manufacturers may be negatively impacted, which could adversely affect our 
business and financial performance. For example, in October 2024, American Express, one of our longstanding affinity group 
marketing partners, notified us of its termination of our affinity partnership, with such termination to be effective in April 2025. 
Beginning in the second quarter of 2023, one of the car manufacturers for which we from time-to-time host incentives participated in 
an arrangement in which promotional incentives were offered to American Express card members who purchased certain of such 
manufacturer’s vehicles through the auto purchasing program we host for American Express members. As a part of such arrangement, 
we received a fee from the manufacturer for each vehicle sold in connection with the program. At the time we received American 
Express’ termination notice, the revenue generated by this arrangement accounted for a significant majority of the revenue generated 
by all of our promotional arrangements with manufacturers. Since April 2024, the month in which the most recent iteration of our 
partnership with American Express became effective, the average monthly revenue earned from this arrangement was approximately 
$840,000, representing an annual run-rate of approximately $10 million. If we are unable to identify additional avenues through which 
to offer manufacturer incentives as alternatives to the American Express member network, our revenue from arrangements with 
manufacturers will be adversely impacted.
A significant reduction in the number of cars purchased from our TrueCar Certified Dealers by members of our affinity 
group marketing partners, such as the decrease in our unit volume following our termination of our partnership with USAA in 
2020, would reduce our revenue and harm our operating results.
Our financial performance is substantially dependent upon the number of cars purchased from TrueCar Certified Dealers by 
users of the TrueCar website, our branded mobile applications and the car-buying sites we maintain for our affinity group marketing 
partners. A majority of the cars purchased by our users have historically been matched to the car-buying sites we maintain for our 
affinity group marketing partners and our relationships with our affinity group marketing partners will remain critical to our business 
and financial performance. However, several aspects of our relationships with affinity groups might change in a manner that harms our 
business and financial performance, including:
•
affinity group marketing partners might terminate their relationship with us or make the relationship non-exclusive, 
resulting in a reduction in the number of transactions between users of our platform and TrueCar Certified Dealers; 
•
affinity group marketing partners might de-emphasize the car-buying programs within their offerings or alter the user 
experience for members in a way that results in a decrease in the number of transactions between their members and our 
TrueCar Certified Dealers; or 
•
the economic structure of our agreements with affinity group marketing partners might change, resulting in a decrease in 
our operating margins on transactions by their members or otherwise require us to incur additional costs associated with 
maintaining the partnership.
For example, in 2020, USAA terminated its affinity marketing partnership with us. Prior to the termination of that 
relationship, USAA accounted for a substantial share of our units and revenues, for example, in 2019, 29% of all of our units during 
that year were matched to users of the car-buying site we maintained for USAA. Even as the partnership wound down during 2020, 
20.1% of all of our units that year were attributable to the program. The termination of our affinity partnership with USAA had a 
material adverse effect on our business, revenue, operating results and prospects, and may have led to the loss of some dealers from 
our network. To the extent that we are not able to mitigate the adverse effects of the termination of our relationship with USAA, 
including by increasing our unit volume through other sources, our business, revenues, results of operations and cash flows will 
continue to be materially negatively affected. Further, as discussed in the risk factor entitled “The failure to attract manufacturers to 
participate in our car manufacturer incentive programs, or to induce manufacturers to remain participants in those programs, could 
reduce our growth or have an adverse effect on our operating results,” our affinity partner American Express provided us with a 
notice of termination in October 2024. Pursuant to this notice, the auto purchasing program we host on behalf of American Express for 
its card members will terminate in April 2025. In the twelve months prior to our receipt of American Express’ termination notice, 
approximately 5% of our units resulted from the American Express auto purchasing program. If we are unable to identify alternative 
22

sources through which to sell units following the loss of American Express’ auto purchasing program, our units, revenue and business 
will be negatively impacted.
Additional changes similar to these to our relationships with our affinity group marketing partners could happen for a number 
of reasons both within and outside of our control. For example, we share certain information of our users with our affinity partners, 
and those partners may in turn use that information to offer enhanced value propositions to our users, such as manufacturer incentives 
or other benefits provided by third parties that we refer to as buyer’s bonuses, or for analytical or other business purposes. Affinity 
partners that derive value from that information may terminate their relationship with us, or change the relationship in a manner 
adverse to our business, if we cease or limit our sharing of the information, and we cannot assure you that we will not be required to 
do so due to market conditions or contractual counterparties, or by law or regulators given the rapidly evolving environment 
surrounding privacy matters in the United States. For more information on these matters, refer to the risk factor entitled “We collect, 
process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protect this 
information and data could damage our reputation and brand and harm our business and operating results.” Our relationships with 
our affinity group marketing partners could also be harmed by any number of macroeconomic, social, political, legal or regulatory 
changes or other factors and our and our partners’ respective responses to them or changes in our partners’ interpretations or existing 
regulations and other legal requirements.
Further, because our revenue sharing arrangements with our affinity partners are typically tied to our average net 
monetization, a decrease in this metric, such as the decreases we experienced in the second quarter of 2020 due to the disruptions 
caused by the coronavirus pandemic, negatively affects the per-unit revenues that those partners receive from their partnership with us, 
and the decrease in our average net monetization could result in any of the adverse actions by affinity partners referred to above. In 
addition, when the quality of leads we provide declines, such as the declines in quality following the coronavirus pandemic and 
subsequent inventory shortages, the negative impact on the revenue of our affinity partners could harm our relationships with such 
affinity partners and our business and financial performance could be adversely affected.
A significant change to our relationships with affinity group marketing partners may have a negative effect on our business in 
other ways. For example, the termination by an affinity group marketing partner of our relationship may create the perception that our 
products and services are no longer beneficial to the members of affinity groups or a more general negative association with our 
business. In addition, a termination by an affinity group marketing partner may result in the loss of the data it provided to us about 
automobile transactions. This loss of data may decrease the quantity and quality of the information that we provide to consumers and 
may also reduce our ability to identify transactions for which we can invoice dealers. Further, certain of our marketing partners are 
affiliated with well-established brands that consumers may perceive as trustworthy and reputable. To the extent we lose our affiliation 
with such brands or consumer views of such brands decline, consumer perceptions of our own brand may be negatively impacted. If 
our relationships with affinity group marketing partners change, our business, revenue, operating results and prospects may be harmed.
If key industry participants, including car dealers, affinity partners and automobile manufacturers, perceive us in a 
negative light or our relationships with them suffer harm, our ability to grow and our financial performance may be damaged.
Our primary source of revenue consists of fees paid by TrueCar Certified Dealers to us in connection with the opportunity to 
sell automobiles to our users. Our value proposition to such users depends on our ability to provide pricing information on 
automobiles from a sufficient number of automobile dealers by brand and in a given consumer’s geographic area. If our relationships 
with our network of TrueCar Certified Dealers suffer harm in a manner that leads to the departure of these dealers from our network, 
then our revenue and ability to maintain and grow unique visitor traffic would be adversely affected.
For example, at the end of 2011 and the beginning of 2012, due to regulatory and publicity-related challenges, many dealers 
canceled their agreements with us, and our franchise dealer count fell from 5,571 at November 30, 2011 to 3,599 at February 28, 2012. 
In 2015, 279 franchise dealers became inactive as the result of a contractual dispute with a large dealer group, and our franchise dealer 
count decreased from 9,300 at June 30, 2015 to 8,702 at September 30, 2015. At December 31, 2024, our franchise dealer count was 
8,351.
TrueCar Certified Dealers have no contractual obligation to maintain their relationship with us. Accordingly, these dealers 
may leave our network at any time or may develop or use other products or services in lieu of ours. Further, while we believe that our 
service provides a lower cost, accountable customer acquisition channel, dealers may have difficulty rationalizing their marketing 
spend across TrueCar and other channels, which may dilute our dealer value proposition. If we are unable to create and maintain a 
compelling value proposition for dealers to become and remain TrueCar Certified Dealers, our dealer network may fail to grow and 
the number of dealers in our network could decline.
Similarly, if dealers come to view our products and services in a negative light, in particular the products and services 
associated with TrueCar+, which is currently in a pilot phase, our dealer network could be adversely affected.
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In addition, although the automobile dealership industry is fragmented, a small number of groups have significant influence 
over the industry, including state and national dealership associations, state regulators, car manufacturers, consumer groups, individual 
dealers and consolidated dealer groups. If any of these groups believe that automobile dealerships should not do business with us, this 
belief could become quickly and widely shared by automobile dealerships, and we could lose a significant number of dealers in our 
network. For example, in 2015, the California New Car Dealers Association, or CNCDA, filed a lawsuit alleging that we were 
operating in the State of California as an unlicensed automobile dealer and auto broker. Although this litigation was ultimately settled, 
we cannot assure you that similar litigation will not be brought against us in the future. A significant number of automobile dealerships 
are also members of larger dealer groups, and if a group decides to leave our network, that decision would typically apply to all 
dealerships within the group.
Furthermore, automobile manufacturers may provide their franchise dealers with financial or other marketing support on the 
condition that they adhere to certain marketing guidelines, and these manufacturers may determine that the manner in which certain 
dealers use our platform is inconsistent with the terms of those guidelines. That determination could result in potential or actual loss of 
the manufacturers’ financial or other marketing support to the dealers whose use of the TrueCar platform is deemed objectionable.  
For example, many car manufacturers maintain guidelines that prohibit dealers from advertising a car at a price that is below an 
established floor, referred to as minimum allowable advertised price, or MAAP, guidelines. In the past, manufacturers have taken the 
position that prices submitted by TrueCar Certified Dealers were in violation of their MAAP guidelines and discouraged franchise 
dealers from participating in our network, and any similar discord in the future with specific car manufacturers could impede our 
ability to grow our dealer network. Although we have implemented certain changes designed to accommodate existing MAAP 
guidelines, it is unclear whether we will be able to accommodate new, and continue to accommodate existing, guidelines without 
making material, unfavorable adjustments to our business practices or user experience. The potential or actual loss of marketing 
support could cause dealers to cease being members of our TrueCar Certified Dealer network, which would adversely affect our ability 
to maintain or grow the number and productivity of dealers in our network or the revenue derived from those dealers. 
Further, the majority of our units have historically been matched to the car-buying sites we maintain for our affinity group 
marketing partners, and any deterioration in our reputation or relationships with those partners could result in a number of adverse 
effects on our business.
We cannot assure you that we will maintain strong relationships with the dealers in our network of TrueCar Certified Dealers 
or that we will not suffer dealer attrition in the future. We may also have disputes with dealers from time to time, including relating to 
the collection of fees from them and other matters. We may need to modify our products, change pricing or take other actions to 
address dealer concerns in the future. If a significant number of these automobile dealerships decide to leave our network or change 
their financial or business relationship with us, our business, growth, operating results, financial condition and prospects would suffer. 
Our business could be adversely affected by executive and other transitions in our senior management team or if any 
vacancies cannot be filled with qualified replacements in a timely manner.
We have experienced management turnover and could face additional management turnover in the future, which could divert 
our remaining management team’s attention from key business areas and negatively affect our business in other ways. Although we 
generally enter into employment agreements with our executives, the agreements have no specific duration, and our executive officers 
are at-will employees. As a result, they may terminate their employment relationship with us at any time, and we cannot ensure that 
we will be able to retain the services of any of them. Our senior management’s knowledge of our business and industry would be 
difficult to replace, and any further turnover could negatively affect our business, growth, financial conditions, results of operations 
and cash flows. 
Recently, we have experienced significant changes in our management team. As described in the risk factor entitled “Actions 
that we have taken and may take in the future to restructure our business in alignment with our strategic priorities may not be as 
effective as anticipated,” in June 2023, in connection with the Restructuring Plan, our former president and chief executive officer was 
terminated and resigned from our board of directors, and our chief operating officer was appointed as president and chief executive 
officer. In addition, in September 2023, we announced the replacement of both our chief financial officer and head of sales and the 
creation of a new position, chief revenue officer. Other executives that departed in 2023, whether in connection with the Restructuring 
Plan or otherwise, include our chief technology officer, chief communications officer, head of product, senior vice president of 
partnerships, senior vice president of business development and senior vice president of Digital Motors. Our senior vice president of 
data engineering departed in the first quarter of 2024. In August 2024, we transitioned our prior chief people officer to the role of chief 
operating officer. As a result of turnover and open positions, our management team has been required to take on increased 
responsibilities in the past and may be required to do so again in the future.
Management transitions are often difficult and inherently cause some loss of institutional knowledge and a learning curve for 
new executives, which could negatively affect our results of operations and financial condition. Our ability to execute our business 
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strategies may be adversely affected by the uncertainty associated with any such transition, and the time and attention from the board 
and management needed to fill any vacant roles and train any new hires could disrupt our business. If we are unable to successfully 
identify and attract adequate candidates for any vacancies in our management roles in a timely manner, we could experience increased 
employee turnover and harm to our business, growth, financial conditions, results of operations and cash flows. We face significant 
competition for executives with the qualifications and experience we seek. The search for candidates for these positions has resulted, 
and may in the future result, in significant recruiting and relocation costs.
An inability to retain, attract and integrate qualified personnel could harm our ability to develop and successfully grow 
our business.
We believe our success has depended, and continues to depend, on the efforts and talents of our executives and employees. 
The loss of key personnel, including members of management as well as key engineering, product and technology employees who 
understand our business and can innovate our products, could have an adverse effect on our business. Additionally, our future success 
depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees, including our dealer, 
marketing, finance, accounting, legal and other personnel. Competition for qualified employees in our industry, particularly for 
software engineers, data scientists and other technical staff, is often intense, and we have historically faced significant competition in 
hiring and retaining them during competitive labor markets. Moreover, we have conducted reductions in force and may undergo 
further reductions as a result of our continued review of business needs, employee performance and other factors specific to our 
business as well as broader economic factors such as market demand for automotive products and services or advancements in 
technology. Reductions in our workforce could adversely affect employee morale, retention, recruiting efforts and result in the 
incurrence of severance-related costs, as described in the risk factor entitled “Actions that we have taken and may take in the future to 
restructure our business in alignment with our strategic priorities may not be as effective as anticipated.” We are also limited in our 
ability to recruit internationally by immigration and other laws.
To attract and retain executives and other key employees in this competitive marketplace, we must provide competitive 
compensation packages, including cash and stock-based compensation. Our primary forms of stock-based incentive awards are time-
based restricted stock units and performance-based restricted stock units. Our stock price has long experienced substantial volatility, 
which may negatively impact the extent to which our stock-based compensation is viewed as a valuable benefit. Further, in response to 
the financial disruption caused by the coronavirus pandemic, we temporarily reduced executive base salaries and deferred employee 
bonuses, raises and promotions. Although these measures were temporary, executives’ and other employees’ bonuses have also been 
negatively affected by the disruptions we have faced in recent years. The fact that we have taken these actions, and if we take any 
similar measures in the future, could hamper our recruiting and retention. Further, the equity incentive plan under which we grant our 
employees stock-based compensation as well as the number of shares issuable thereunder is subject to periodic stockholder approval, 
which may restrict our ability to authorize the number of stock-based incentive awards to the extent we believe necessary to 
compensate our employees. If our total compensation packages are not considered competitive, our ability to attract, retain and 
motivate executives and key employees could be weakened. If we do not succeed in attracting well-qualified employees, retaining and 
motivating existing employees or integrating new employees, our business could be materially and adversely affected.
Further, since the first quarter of 2020, all of our employees have been on work-from-home status, a transition that was 
initially implemented as a result of the coronavirus in accordance with orders of relevant governmental authorities. In the future, if we 
require certain employees to return to our offices, it could create a transition period during which business is disrupted or employee 
attrition, morale and productivity is negatively affected.
We may fail to respond adequately to changes in technology and consumer demands that could lead to decreased demand 
for automobiles on our platform.
In recent years, the market for motor vehicles has been characterized by rapid changes in technology and consumer demands. 
Self-driving technology, ride sharing, transportation networks and other fundamental changes in the automotive industry and 
transportation technology and infrastructure could have a substantial impact on consumer demand for the purchase or lease of 
automobiles. Moreover, if a broader nationwide shift toward work-from-home arrangements persists in the long term, consumer 
demand for cars could decrease. If we fail to respond adequately to a decline in the demand for automobile purchases, it could have a 
material adverse effect on our business, growth, operating results, financial condition and prospects.
Additionally, we are not currently able to monetize transactions in which a manufacturer sells a new automobile directly to a 
consumer without the involvement of a TrueCar Certified Dealer, as Tesla, Rivian and Polestar and some other electric car 
manufacturers do in certain states. Even if we were to introduce new offerings that allowed us to monetize transactions between 
consumers and direct sellers, such as these manufacturers, such a development could be viewed in a negative light by franchise dealers 
and such dealers may choose to leave or decline to join our Certified Dealer network. Some more traditional manufacturers, such as 
Ford, have indicated an intent to adopt certain operating standards pioneered by the electric car industry with respect to their own 
electric vehicles, such as offering their electric models at fixed prices and supplying dealers with lower inventory. Other traditional 
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manufacturers are affiliated with electric vehicles manufacturers that sell vehicles directly to consumers, such as Volkswagen’s 
affiliation with Scout Motors or Volvo’s affiliation with Polestar. Some manufacturers have also established “build-to-order” models 
in which consumers can order a car with preselected options and features from a manufacturer via a dealership. If these practices 
become widespread, there may be a decrease in dealers’ and consumers’ dependence on third-party services such as ours that 
incorporate the inventory selection that a dealer has at a given time and rely on the ability of dealers to negotiate price with consumers. 
If we are not able to adjust our business model in response to these and other developments in the industry, including in response to 
changing consumer demands, our business, growth, operating results, financial condition and prospects could be adversely affected.
Our ability to enhance our current product offerings, or grow complementary product offerings, may be limited, which 
could negatively impact our growth rate, revenues and financial performance.
As we introduce new offerings or enhance existing products and services on our platform, for example, in connection with 
our rollout of TrueCar+, we may incur losses or otherwise fail to introduce these products or product enhancements successfully. Our 
attempts to do so may also place us in competitive and regulatory environments with which we are unfamiliar and involve various 
risks, including the need to invest significant resources and the possibility that returns on these investments are not achieved for 
several years, if at all.
In addition, we may not successfully demonstrate the value of these enhanced or complementary products to dealers or 
consumers, and failure to do so would compromise our ability to successfully expand our user experience and could harm our growth 
rate, revenue and operating performance.
Further, key contractual counterparties, including our affinity group marketing partners and automobile manufacturers who 
participate in our incentive programs, are increasingly requiring that our products adhere to certain technical standards, including 
accessibility and security standards, more stringent than those that we believe are currently required by applicable law. Ensuring that 
our products adhere to these requirements could divert our attention from key initiatives and require the investment of a significant 
amount of resources and, if we are unsuccessful in implementing these standards, could negatively affect our reputation and 
contractual relationships, which could adversely affect our growth rate, revenue and financial and operating performance. As 
discussed in the risk factor entitled “If we are not successful in rolling out new offerings, including our TrueCar+ offering, providing a 
compelling value proposition to consumers and dealers using those offerings, integrating our current and future offerings into such 
experiences or appropriately monetizing them, our business and prospects would be adversely affected,” our TrueCar+ offering 
requires a technological infrastructure that integrates the software and processes used by dealers, lenders and other third parties in 
order to create a fully-integrated online commerce flow for the car buying process. If either such third parties do not cooperate as 
anticipated or if their software or processes do not perform as anticipated, our products may be adversely affected. 
Finally, as discussed elsewhere in this “Risk Factors” section, the success of our platform depends in part on the utility it 
provides to consumers relative to the platforms of our competitors. If we are unable to incorporate features or technological 
advancements that become commonplace in other consumer-facing products, including those of our competitors, such as the 
integration of artificial intelligence, machine learning and other emerging technologies, our products may be viewed less favorably by 
consumers, and our business, growth rate and performance may suffer. 
We may make product and investment decisions that do not prioritize short-term financial results and may not produce the 
long-term benefits that we expect.
We may make product and investment decisions that do not prioritize short-term financial results if we believe that those 
decisions are consistent with our mission or will otherwise improve our financial performance over the long term. For example, we 
completed a long-term replatforming of our technology platform in 2018 that required a substantial dedication of resources over a 
sustained period of time and therefore caused a delay in pursuing other projects that may have had a more immediate financial impact. 
Our current focus on TrueCar+ has required time and resources that could have been allocated to other aspects of our business. 
Similarly, our ongoing efforts to effectively employ our data to drive better decision making and create more efficient internal 
workflows with the goal of increasing revenue growth, including through the increased implementation of artificial intelligence and 
machine learning systems, may be costly and may not result in the benefits we expect.
We also may introduce new features or other changes to existing products, or introduce new stand-alone products, that attract 
users away from products or use cases where we have more proven means of monetization. For example, in 2020, we introduced new 
consumer experiences that allow our users more control over the dealers to which their contact information is provided, the specific 
information so provided and the methods by which they are contacted. Although we believe that these experiences improved our 
product and will yield long-term financial benefits, in the short term, certain aspects of those new experiences had an incrementally 
negative impact on our monetization rates. Similarly, as discussed elsewhere in this “Risk Factors” section, we believe that the rollout 
of our TrueCar+ offering is critical to the long-term success of our business. However, we cannot assure you that we will do so 
successfully, or, if we do, that it will improve our business.
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These and other similar decisions may adversely affect our business and results of operations and may not produce the long-
term benefits that we expect.
Failure to maintain or increase our revenue, or to reduce our expenses as a percentage of revenue, would adversely affect 
our financial condition and profitability.
We expect to make significant future investments to support the further development and expansion of our business and these 
investments may not result in increased revenue or growth on a timely basis or at all, and may not be sufficient to replace the revenue 
that we historically derived from our partnership with USAA or that we generated prior to the coronavirus pandemic and recent 
automobile inventory shortages, each as discussed elsewhere in this “Risk Factors” section. Furthermore, these investments may not 
decrease as a percentage of revenue if our business grows. In particular, we may continue to make substantial expenditures to acquire 
or develop and launch new products and enhance our existing products and services, continue to grow and train our network of 
TrueCar Certified Dealers and continue to upgrade and enhance our technology infrastructure. We also intend to continue investing to 
increase both dealer and consumer awareness of our brand, including channels such as television, video, digital, social, email, out-of-
home, experiential and radio advertisements. There can be no assurance that these investments will have the effect of maintaining or 
increasing revenue or that we will eventually be able to decrease our expenses as a percentage of revenue, and failure to do so would 
adversely affect our financial condition and profitability.
Further, as a result of our transition to a remote workforce as described in the risk factor entitled “An inability to retain, 
attract and integrate qualified personnel could harm our ability to develop and successfully grow our business,” we also no longer 
require the amount of office space we did prior to the pandemic yet we continue to incur costs related to leases that were in place prior 
to our transition to a remote workforce. We have not yet successfully sublet or terminated all of our leases with respect to all such 
unused property, and , as discussed in the risk factor entitled “We face litigation and are party to legal proceedings that could have a 
material adverse effect on our business, financial condition, results of operations and cash flows,” we remain in active litigation with 
the landlord respect to the lease for our former headquarters. We cannot guarantee that we will be able to offset all costs associated 
with these leases in the future.
We cannot predict whether we will be able to maintain or grow our business. If we are unable to successfully respond to 
changes in the market, our business could be harmed.
Our business has grown when consumers and automobile dealers have increasingly used our products and services. However, 
we cannot guarantee that we will be able to maintain or grow our business. We expect that our business will evolve in ways that may 
be difficult to predict. For example, marketing expenditures in certain situations become inefficient, particularly with respect to the 
TrueCar website and our branded mobile applications. Revenue growth may be dependent on a number of factors, including the 
success of our TrueCar+ offering or our ability to focus on increasing the number of transactions, subscriptions and other sources from 
which we derive revenue by growing our network of TrueCar Certified Dealers, including dealers representing high-volume brands, 
both on an overall basis and in important geographies, as well as growth in the revenue we derive from car manufacturer incentive 
programs. It is also possible that dealers could broadly determine that they no longer believe in the value of our services. For example, 
as described in greater detail in the risk factor entitled “Our business is subject to risks related to the larger automotive ecosystem, 
including inventory and global supply chain challenges, labor and other issues,” the automobile inventory shortage in recent periods 
reduced the attractiveness of our value proposition to many dealers.
In the event of these or any other developments, our continued success will depend on our ability to successfully adjust our 
strategy to meet the changing market dynamics. If we are unable to do so, our business could be harmed, and our results of operations 
and financial condition could be materially and adversely affected.
We rely on relationships with data providers and may experience interruptions in the data feeds or API services they 
provide, which could adversely affect our current and future services and other product offerings, including TrueCar+, and 
otherwise negatively affect our business.
We receive data that is important for our business, such as automobile purchase data, from many third-party data providers, 
including our network of TrueCar Certified Dealers; DMS, data feed providers; data aggregators and integrators; survey companies; 
purveyors of registration data; our affinity group marketing partners; and other companies with which we partner from time to time. 
An interruption in our receipt of data from any of the data sources on which we rely could negatively affect our business.
For example, in the circumstances in which we employ a pay-per-sale billing model, we use automobile purchase data to 
match purchases from TrueCar Certified Dealers so that we may collect transaction fees from those dealers and recognize revenue 
from the related transactions. We also use that data to demonstrate to TrueCar Certified Dealers on a subscription billing model the 
value we provide to support maintaining or increasing our subscription rates and for otherwise tracking our units and collecting other 
relevant business information.
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From time to time, we experience interruptions in one or more data feeds that we receive from third-party data providers, 
particularly DMS data feed providers. These interruptions sometimes negatively affect our business, for example, by impacting our 
ability to timely invoice the dealers in our network. These interruptions may occur for a number of reasons, including changes to the 
software used by these data feed providers and difficulties in renewing our agreements with third-party data feed providers or as a 
result of cybersecurity incidents that impact such data feed providers. If the circumstances which result in an interruption do not 
resolve or we are unable to use alternative data sources, and we experience a material disruption in the data provided to us, the 
information that we provide to our users and TrueCar Certified Dealers may be limited, the quality of this information may suffer, the 
user experience may be negatively affected and certain functionality on our platform may be disabled, and our business, financial 
condition, results of operations and cash flows would be materially and adversely affected.
In the circumstances in which we employ a pay-per-sale billing model, an interruption in the automobile purchase data feeds 
that we receive may affect our ability to match automobile purchases made by our users from TrueCar Certified Dealers, thereby 
delaying our submission of an invoice to a dealer in our network for a given transaction and delaying the timing of cash receipts from 
the dealer, and in circumstances in which we employ a subscription billing model, an interruption in those data feeds may affect our 
ability to justify maintaining or increasing our subscription rates. The redundancies of automobile purchase data feeds received from 
multiple providers may not result in sufficient data to match automobile purchases made by our users from TrueCar Certified Dealers. 
In the case of an interruption in these data feeds, our billing structure may transition to a subscription model for affected automobile 
dealers in our network until the interruption ceases. However, our subscription billing model may result in lower revenues during an 
interruption and, when an interruption ceases, we may not be able to retroactively match a transaction and collect a fee. In addition, 
our likelihood of collecting the fee owed to us for a given transaction decreases for those periods during which we are unable to 
submit an invoice to automobile dealers. Interruptions that occur in close proximity to the end of a given reporting period could result 
in delays in our ability to recognize those transaction revenues in that reporting period and these shortfalls in transaction revenue could 
be material to our operating results.
As discussed in the risk factor entitled “Our business is subject to risks related to the larger automotive ecosystem, including 
inventory and global supply chain challenges, labor and other factors,” in June 2024, CDK Global, a major provider of DMS products 
which are used by many of our TrueCar Certified Dealers, announced that it had suspended certain key systems and operations as a 
result of a cybersecurity incident.  Our platform is designed to integrate with certain tools and software used by our TrueCar Certified 
Dealers, including CDK’s DMS products. If any third-party products widely used by our network of Certified Dealers become unable 
to integrate with our products, certain aspects of our services could be interrupted, some dealers on our network may lose faith in our 
value proposition and our business, operations and results may be adversely impacted. Further, we rely on automobile purchase data to 
match purchases from TrueCar Certified Dealers. This allows us to track units sold, demonstrate the value we provide our TrueCar 
Certified Dealers and to calculate revenue from the TrueCar Certified Dealers that we bill on our pay-per-sale billing model. If we are 
unable to match sales to leads due to technological or other disruptions, our revenue and business may be adversely affected.
Finally, as described in greater detail in the risk factor entitled “If we are not successful in rolling out new offerings, including 
our TrueCar+ offering, providing a compelling value proposition to consumers and dealers using those offerings, integrating our 
current and future offerings into such experiences or appropriately monetizing them, our business and prospects would be adversely 
affected,” we depend on certain third-party providers of data and other services in providing our Access package of Trade and 
Payments solutions, and our TrueCar+ offering and our ability to provide users with certain information about others pay for the same 
make and model of a car, all rely on a number of other third-party providers. If our access to any of these providers is interrupted, or if 
any of them ends or adversely alters its relationship with us or the data they provide, we may be required to modify or curtail features 
of our TrueCar+ and other existing offerings. Further, our ability to monetize our data foundation in new ways, including through the 
implementation of artificial intelligence and machine learning, will depend in part on our ability to consistently and reliably access 
relevant data.
We rely, in part, on Internet search engines to drive traffic to our website, and if we fail to appear prominently in the 
search results, our traffic would decline, and our business would be adversely affected.
We depend in part on Internet search engines such as Google and Bing to drive traffic to our website, both through organic 
search results and the purchase of automotive and shopping-related keywords and phrases. For example, when a user types an 
automotive-related term into an Internet search engine, we rely on a high organic search ranking of our webpages in these search 
results to refer the user to our website. However, our ability to maintain high, non-paid search result rankings is not within our control. 
Our competitors’ Internet search engine optimization efforts may result in their websites receiving a higher search result page ranking 
than ours, or Internet search engines could revise their methodologies in a way that adversely affects our search result rankings. If 
Internet search engines modify their search algorithms in ways that are detrimental to us, as Google and other search engine operators 
have done from time to time, or if our competitors’ search engine optimization efforts are more successful than ours, overall growth in 
our user base could slow, our user base could decline or we could attract a less in-market user base. Internet search engine providers 
could provide automobile dealer and pricing information directly in search results, align with our competitors or choose to develop 
competing services. Our website has experienced fluctuations in search result rankings in the past, and we anticipate similar 
fluctuations in the future.
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We also purchase automotive-related keywords by anticipating what words, terms and phrases consumers will use to search 
for car purchases on search engines and then bid on those words and terms in the search engines’ auction systems. Search engines 
frequently update and change the logic that determines the placement and ordering of results on a user’s search, which may reduce the 
effectiveness of the keywords we have purchased. Search engines also frequently change and optimize the amount and placements of 
advertisements on a search results page which may impact the quantity and quality of traffic to our website. Further, we bid against 
our competitors and other advertisers for preferred placement on the search engines’ results pages. Many of our competitors have 
greater resources with which to bid and better brand recognition and consumer visibility than we do. We experience competition for 
paid advertisements, which increases the cost of paid Internet search advertising and as a result, our marketing and advertising 
expenses. Search engines may also adopt a more aggressive auction-pricing system for keywords that causes us to incur higher 
advertising costs or reduces our market visibility to prospective users. If paid search advertising costs increase or become cost-
prohibitive, whether because of increased competition, pricing system changes, algorithm changes or otherwise, our advertising 
expenses could rise significantly, or we could reduce or discontinue our paid search advertisements. Moreover, the use of voice 
recognition technology such as Alexa, Google Assistant and Siri or the implementation of artificial intelligence into existing search 
engines such as Bing and Google may drive traffic away from traditional search engines, which could reduce traffic to our website. 
Any reduction in the number of users directed to our website through Internet search engines could harm our business and operating 
results.
Our users may in some cases require dealers who wish to communicate with them other than by email to communicate by 
text message rather than by phone call. If consumers or dealers do not see value in this functionality, or if it results in privacy 
concerns, our business could be negatively affected.  
We allow some of our users to choose how dealers contact them other than by email, whether both by telephone and by text 
message or only by text message. We believe that allowing users to select their methods of communication is beneficial to both 
consumers and dealers, but we cannot assure you that they will agree. To the extent that dealers perceive text-message connections to 
be less valuable, for example because dealers believe that they are able to sell fewer cars to our users when using it, our business and 
results of operations could be negatively affected.
Additionally, we use a third-party vendor to facilitate text message communications between our users and dealers, and we 
have access to those communications. If either we, or our third-party vendor, are perceived to violate our dealers’ or users’ privacy in 
connection with those communications, or any law or regulation that applies to those communications, our reputation and business 
could be harmed. For more information on this type of risk, refer to the risk factor entitled “We collect, process, store, share, disclose 
and use personal information and other data, and our actual or perceived failure to protect this information and data could damage 
our reputation and brand and harm our business and operating results.”
The success of our business relies heavily on our marketing and branding efforts, especially with respect to the TrueCar 
website and our branded mobile applications, as well as those efforts of the affinity group marketing partners whose websites we 
power, and these efforts may not be successful.
We believe that the TrueCar website and our TrueCar-branded mobile applications are important components of the growth 
of our business. Because TrueCar.com is a consumer brand, we rely heavily on marketing, communications and advertising to increase 
the visibility of this brand with potential users of our products and services. We have historically advertised and intend to continue 
advertising in the future through a combination of digital and online media, sponsorship programs, television marketing campaigns 
and other means, the goals of which are to increase the strength and recognition of, and trust in, the TrueCar brand and to drive more 
unique visitors to our website and mobile applications, and we expect to continue to advertise in support of our branding initiatives 
and future product launches.  For more information on this initiative, see the risk factor entitled “If consumers and dealers do not 
respond positively to our branding, our financial performance and our ability to grow unique visitor traffic and expand our dealer 
network could be negatively affected.” We incurred expenses of $95.6 million and $99.1 million on sales and marketing during the 
years ended 2024 and 2023, respectively.
We strive to decrease incremental user acquisition costs by optimizing our marketing spend across various channels and 
scaling our business and revenues. In the past, our revenue growth has been highly influenced by marketing expenditures. In part 
because of our reliance on a subscription-based billing model, incremental marketing expenditures may not result in sufficient revenue 
to permit the recovery of incremental user acquisition costs through revenue growth. This limits the growth in revenue that can be 
achieved through marketing expenditures. If we are unable to recover our marketing costs through increases in user traffic and in the 
number of transactions by users of our platform, our growth, results of operations and financial condition could be materially 
adversely affected.
Additionally, if we discontinue our broad marketing campaigns or elect to reduce our sales and marketing costs to decrease 
our losses, as we did at the beginning of the coronavirus pandemic, our ability to acquire consumers and dealers and grow our 
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revenues would be adversely affected. Further, the industry-wide vehicle inventory shortages that began in 2021 resulted in increased 
vehicle prices that required us to discontinue long-running, high-performing advertising messages about the amount of savings that 
our users typically save off of the manufacturers’ suggested retail price, which we believe reduces the effectiveness of our advertising. 
For more information on these inventory shortages, see the risk factor entitled “Our business is subject to risks related to the larger 
automotive ecosystem, including inventory and global supply chain challenges, labor and other issues.”
Our current and potential competitors may also have significantly more financial, marketing and other resources than we have 
and the ability to devote greater resources to the promotion and support of their products and services. The realities of competing for 
users and brand visibility, as well as ensuring the satisfaction of our dealers, may limit our ability to reduce our own marketing 
expenditures, potentially negatively impacting our operating margins and financial results.
Moreover, the number of transactions generated by the members of our affinity group marketing partners depends in part on 
the emphasis that these affinity group marketing partners place on marketing the purchase of cars within their platforms as well as 
third-party advertising platforms. Should one or more of our affinity group marketing partners decide to deemphasize the marketing of 
our platform, or if their marketing efforts are otherwise unsuccessful, our revenue, business and financial results would be harmed.
Finally, as noted above, we rely in part on digital and online media for our marketing efforts. Historically, this has involved, 
among other things, collecting, tracking, using and sharing certain personal data of consumers who interact with our webpages or 
application. The protection of the privacy of consumers’ data is a topic of heightened national political and commercial attention in a 
rapidly-changing landscape. The developments resulting from this heightened attention include, in addition to the legal and regulatory 
changes discussed in greater detail elsewhere in this “Risk Factors” section, numerous actual and potential actions by private entities 
to protect consumers’ data privacy. For example, Apple’s iOS software requires all applications on iPhones to request permission from 
users before using their personal data. Because of this, Meta and other companies have restricted our ability to use the data of users of 
their platforms who are directed to our webpages or application. These restrictions have negatively impacted the effectiveness of our 
digital marketing, and we expect that similar future restrictions imposed on us by other third parties similar to Apple and Meta could 
have similar impacts, which may lead us to redirect resources to other marketing channels. We cannot guarantee that we will be able to 
mitigate the negative effects of these and other similar changes, and failure to do so could harm our revenue, business, operating 
margins and financial results.
If consumers and dealers do not respond positively to our branding, our financial performance and our ability to grow 
unique visitor traffic and expand our dealer network could be negatively affected.
We regularly expend resources on the preservation and refreshment of our branding. For example, in 2020, shortly before the 
onset of the coronavirus pandemic, we launched a rebranding campaign that included a change in our logo and extensive advertising 
and promotional activity, and we plan to engage in additional branding campaigns in connection with the rollout of our TrueCar+ 
offering. We cannot guarantee that any given investment in our branding will improve our brand recognition or otherwise result in 
benefits that outweigh its costs. If consumers and dealers do not respond positively to our branding, our sales, performance and 
consumer and dealer relationships could be adversely affected.
Moreover, maintaining and enhancing our brand largely depends on the success of our efforts to maintain the trust of our 
users and TrueCar Certified Dealers and to deliver value to each of our users and TrueCar Certified Dealers. If our existing or 
potential users come to perceive that we are not focused primarily on providing them with a better car-buying experience, or if dealers 
do not perceive us as offering a compelling value proposition, our reputation and the strength of our brand would be adversely 
affected.
Complaints or negative publicity about our business practices, our marketing and advertising campaigns, our compliance with 
applicable laws and regulations, the integrity of the data that we provide to users, our approach to data privacy and security issues and 
other aspects of our business, irrespective of their validity, could diminish users’ and dealers’ confidence in and use of our products 
and services and adversely affect our brand. These concerns could also diminish the trust of existing and potential affinity group 
marketing partners. There can be no assurance that we will be able to maintain or enhance our brand, and failure to do so could harm 
our business growth prospects and operating results.
We participate in a highly competitive market, and pressure from existing and new companies may adversely affect our 
business and operating results.
We face significant competition from companies that provide vehicle inventory listings, vehicle information, lead generation 
and car-buying services designed to reach consumers and enable dealers to reach these consumers.
30

Our competitors offer various products and services that compete with us. Some of these competitors include:
•
Internet search engines and online automotive sites such as Google, Amazon, Autotrader.com, eBay Motors, 
AutoWeb.com (formerly Autobytel.com), KBB.com, CarSaver.com, CarGurus.com and Cars Commerce (also known as 
Cars.com); 
•
sites operated by OEMs such as General Motors and Ford;
•
online automobile retailers such as Carvana, CarMax (and its subsidiary Edmunds), DriveTime and other local and 
national dealerships with strong online presences;
•
providers of offline, membership-based car-buying services such as the Costco Auto Program; and 
•
offline automotive classified listings, such as trade periodicals and local newspapers. 
We compete with many of the companies that provide the above-mentioned products and services, among other companies, 
for a share of car dealers’ overall marketing budget for online and offline media marketing spend. If car dealers come to view 
alternative marketing and media strategies to be superior to us, we may not be able to maintain or grow the number of TrueCar 
Certified Dealers and our TrueCar Certified Dealers may sell fewer cars to users of our platform, and our business, operating results 
and financial condition will be harmed.
We also expect that new competitors will continue to enter the automotive retail industry with competing products and 
services, which could have an adverse effect on our revenue, business and financial results.
Our competitors could significantly impede our ability to expand and optimize our network of TrueCar Certified Dealers and 
to reach consumers. Our competitors may also develop and market new technologies, including end-to-end consumer car-buying 
experiences that may compete with our TrueCar+ offering, that render our existing or future products and services less competitive, 
unmarketable or obsolete. Moreover, if our competitors develop products or services with similar or superior functionality to our 
solutions, we may need to decrease the prices for our solutions in order to remain competitive. If we are unable to maintain our current 
pricing structure due to competitive pressures, our revenue will be reduced, and our operating results will be negatively affected.
Our current and potential competitors may have significantly more financial, technical, marketing and other resources than 
we have, and the ability to devote greater resources to the development, promotion and support of their products and services. 
Additionally, they may have more extensive automotive industry relationships, longer operating histories and greater name recognition 
than we have. As a result, these competitors may be better able to respond more quickly with new technologies, such as artificial 
intelligence, machine learning and other emerging technologies. Our competitors may also be able to leverage their resources and 
relationships to undertake more extensive marketing or promotional campaigns. Further, if any of our competitors have existing 
relationships with dealers or automobile manufacturers for marketing or data analytics solutions, those dealers and automobile 
manufacturers may be unwilling to continue to partner with us. If we are unable to compete with these companies, the demand for our 
products and services could substantially decline.
In addition, if one or more of our competitors were to merge or partner with another of our competitors, the change in the 
competitive landscape could adversely affect our ability to compete effectively. Our competitors may also establish or strengthen 
cooperative relationships with our current or future third-party data providers, technology partners or other parties with whom we have 
relationships, thereby limiting our ability to develop, improve and promote our solutions. We may not be able to compete successfully 
against current or future competitors, and competitive pressures may harm our revenue, business and financial results.
Further, our competitors may face challenges to their businesses distinct from the challenges we face, because of, among 
other things, the differences in the products and services offered by our competitors compared to those we offer, or because of the 
differences in the business and financial strategies of our competitors compared to our own. In some cases, particularly with respect to 
competitors whose business or financial challenges garner significant publicity, this could result in increased skepticism from 
consumers, dealers and investors of our own business and products, including our TrueCar+ service, as our product and services, or 
our industry generally may come to be viewed in a negative light.  Further, to the extent we generate revenue from doing business with 
certain of our competitors, such as our competitors that list their own vehicles on our platform, our own revenue may decline as a 
result of challenges to the business of our competitors. 
31

We are subject to a complex framework of laws and regulations, including, among others, those concerning vehicle sales, 
advertising and brokering, many of which are unsettled, still developing and contradictory, which have in the past, and could in the 
future, subject us to claims, challenge our business model or otherwise harm our business.
Various aspects of our business are or may be subject, directly or indirectly, to U.S. laws and regulations. Failure to comply 
with those laws or regulations may result in the suspension or termination of our ability to do business in affected jurisdictions or the 
imposition of significant civil and criminal penalties, including fines or the award of significant damages against us and our TrueCar 
Certified Dealers in class action or other civil litigation.
Motor Vehicle Sales, Advertising and Brokering Laws
The advertising and sale of new or used motor vehicles is highly regulated by the jurisdictions in which we do business. 
Although we do not sell motor vehicles to consumers, regulatory authorities or third parties could take the position that certain 
regulations applicable to dealers who sell motor vehicles to consumers or the manner in which motor vehicles are advertised and sold 
generally are directly applicable to our business. If our products or services are determined not to comply with relevant regulatory 
requirements, we or our TrueCar Certified Dealers could be subject to significant civil and criminal penalties, including fines, or the 
award of significant damages in class action or other civil litigation, as well as orders interfering with our ability to continue providing 
our products and services in certain jurisdictions. In addition, even without a determination that our products or services do not comply 
with relevant regulatory requirements, if dealers are uncertain about the applicability of those laws and regulations to our business, we 
may lose, or have difficulty increasing the number of, TrueCar Certified Dealers in our network, which would adversely affect our 
future growth.
Several jurisdictions in which we do business have laws and regulations that strictly regulate or prohibit the brokering of 
motor vehicles or the making of so-called “bird-dog” payments by dealers to third parties in connection with the sale of motor vehicles 
through persons other than licensed salespersons. If our products or services are determined to fall within the scope of those laws or 
regulations, we may be forced to implement new measures, which could be costly, to reduce our exposure to those obligations, 
including the discontinuation of certain products or services in affected jurisdictions. Additionally, if regulators conclude that our 
products or services fall within the scope of those laws and regulations, we or our TrueCar Certified Dealers could be subject to 
significant civil or criminal penalties, including fines, or the award of significant damages in class action or other civil litigation.
In addition to generally applicable consumer protection laws, many jurisdictions in which we do business have laws and 
regulations that specifically regulate the advertising for sale of new or used motor vehicles. These advertising laws and regulations are 
frequently subject to multiple interpretations and are not uniform from jurisdiction to jurisdiction, sometimes imposing inconsistent 
requirements on the advertiser of a new or used motor vehicle. If the content displayed on the websites we operate is determined or 
alleged to be inaccurate or misleading, under motor vehicle advertising laws, generally applicable consumer protection laws or 
otherwise, we could be subject to significant civil and criminal penalties, including fines, or the award of significant damages in class 
action or other civil litigation. Moreover, allegations like these, even if unfounded or decided in our favor, could be extremely costly 
to defend, could require us to pay significant sums in settlements and could interfere with our ability to continue providing our 
products and services in certain jurisdictions.
From time to time, certain authorities, dealer associations and others have taken the position that aspects of our products and 
services violate brokering, “bird-dog” or advertising laws. When these allegations have arisen, we have endeavored to resolve the 
identified concerns on a consensual and expeditious basis, through negotiation and education efforts, without resorting to the judicial 
process. In some instances, we have nevertheless been required to suspend all or certain aspects of our business operations in a 
jurisdiction pending the resolution of these issues. For example, in the beginning of 2012, following implementation of our first 
nationwide television advertising campaign, regulatory inquiries into the compliance of our products and services with brokering, 
“bird-dog” and advertising laws intensified to a degree we had not previously experienced. Responding to and resolving these 
inquiries, as well as our efforts to ameliorate the related adverse publicity and loss of TrueCar Certified Dealers from our network, 
resulted in decreased revenues and increased expenses and, accordingly, increased our losses during much of 2012.
Further, as we expand our business model to offer new products or services, we may become subject to motor vehicle sales, 
advertising and brokering laws that have not historically applied to our business and with which we are not operationally experienced. 
For example, following the wind down of our commercial relationship with Accu-Trade as discussed in the risk factor entitled “If we 
are not successful in rolling out new offerings, including our TrueCar+ offering, providing a compelling value proposition to 
consumers and dealers using those offerings, integrating our current and future offerings into such experiences or appropriately 
monetizing them, our business and prospects would be adversely affected,” we now provide certain services to our dealers and users 
with the support of our affiliate, TCWS, instead of Accu-Trade. This has resulted in TCWS being subject to laws and regulatory 
schemes with which we have no previous operational experience. It may also result in TrueCar, Inc. being subject to laws and 
regulatory schemes that were not previously applicable to our business.
32

Actions Brought by Regulators and Other Governmental Authorities
In the past, we have received notices and been subject to investigations from regulators in Texas, Mississippi, California and 
Ohio. In each case, we responded to the notices and/or investigations and no further action has been taken. As a result, we consider the 
issues raised to be informally resolved, but we cannot assure you that these matters or similar matters will not reemerge in the future.  
Further detail with respect to each such action is described below.
•
Texas: In 2015, we received a letter from the Texas Department of Motor Vehicles, which we refer to as the Texas 
DMV Notice, asserting that certain aspects of our advertising in Texas constituted false, deceptive, unfair or misleading 
advertising within the meaning of applicable Texas law. We then responded to the Texas DMV Notice in an effort to resolve 
the concerns raised by the Texas DMV Notice without making material, unfavorable adjustments to our business practices or 
user experience in Texas. In light of the fact that no further action has been taken with respect to this matter following our 
response to the Texas DMV Notice, we consider the issues raised by the Texas DMV Notice to be informally resolved, but 
we cannot assure you that this matter or similar matters will not reemerge in the future.
•
Mississippi: In 2016, we received a letter from the Mississippi Motor Vehicle Commission, which we refer to as the 
Mississippi MVC Letter, asserting that an aspect of our advertising in Mississippi was not in compliance with a regulation 
adopted by the Mississippi Motor Vehicle Commission. We responded to the Mississippi MVC Letter in an effort to resolve 
the concerns raised by the Mississippi MVC Letter without making material unfavorable adjustments to our business 
practices or user experience in Mississippi. In light of the fact that no further action has been taken with respect to this matter 
following our response to the Mississippi MVC Letter, we consider the issues raised by the Mississippi MVC Letter to be 
informally resolved, but we cannot assure you that this matter or similar matters will not reemerge in the future.
•
California: Also in 2016, we met with investigators from the California Department of Motor Vehicles, or the 
California DMV, regarding an allegation made by a dealer that we were operating as an unlicensed automobile auction in 
California, which we refer to as the Unlicensed Auction Allegation. We provided the investigators with information about our 
business in an effort to resolve the concerns raised by the Unlicensed Auction Allegation. Later that year, we were informally 
advised by an investigator for the California DMV that the concerns raised by the Unlicensed Auction Allegation had been 
resolved, but that the investigators will continue to evaluate our responses regarding certain matters related to the advertising 
of new motor vehicles. In light of the fact that no further action has been taken with respect to this matter, we consider the 
issues raised by the Unlicensed Auction Allegation to be informally resolved, but we cannot assure you that this matter or 
similar matters will not reemerge in the future.
•
Ohio: In 2017, we received an investigatory subpoena from the Consumer Protection Section of the Office of the 
Attorney General of the State of Ohio issued pursuant to the Ohio Consumer Sales Practices Act. The investigatory subpoena 
requested certain information about online content we displayed related to vehicles listed for sale by TrueCar Certified 
Dealers in Ohio. We responded to the investigatory subpoena and supplied the information it sought. In light of the fact that 
no further action has been taken with respect to this matter subsequent to our response to the investigatory subpoena, we 
consider this matter to be resolved, but we cannot assure you that this matter or similar matters will not reemerge in the 
future.
Actions Brought by Dealers, Consumers and Other Third Parties
•
CNCDA Litigation: In 2015, we were named as a defendant in a lawsuit filed by the CNCDA in the California 
Superior Court for the County of Los Angeles. The complaint sought declaratory and injunctive relief based on allegations 
that we were operating in the State of California as an unlicensed automobile dealer and autobroker. In 2017, the parties 
entered into a binding settlement agreement to fully resolve the lawsuit, and the litigation was dismissed.
•
California Dealer Litigation: In 2015, we were named as a defendant in a lawsuit filed in the California Superior 
Court for the County of Los Angeles by numerous dealers participating on the TrueCar platform. The complaint, as 
subsequently amended, sought declaratory and injunctive relief based on allegations that we were engaging in unfairly 
competitive practices and were operating as an unlicensed automobile dealer and autobroker in contravention of various state 
33

laws. Later that year, the plaintiffs voluntarily dismissed this lawsuit “without prejudice,” which means that while this 
litigation is currently resolved, it could be re-commenced at a later date.
•
California Consumer Class Action: In 2015, we were named as a defendant in a putative class action lawsuit filed by 
Gordon Rose in the California Superior Court for the County of Los Angeles, which we refer to as the California Consumer 
Class Action. The complaint asserted claims for unjust enrichment, violation of the California Consumer Legal Remedies Act 
and violation of the California Business and Professions Code, based in part on allegations that we are operating in the State 
of California as an unlicensed automobile dealer and autobroker. After the trial and appellate courts rejected the plaintiff’s 
motion for class certification, he voluntarily dismissed the remainder of his case, meaning that the California Consumer Class 
Action is currently resolved.
•
Haas Class Action: In 2017, we were named as a defendant in a putative class action filed by Kip Haas in the U.S. 
District Court for the Central District of California. The complaint asserted claims for violation of the California Business 
and Professions Code, based principally on allegations of false and misleading advertising and unfair business practices. The 
complaint sought an award of unspecified damages, interest, injunctive relief and attorney’s fees. Later that year, the parties 
entered into a binding settlement agreement, and the litigation was dismissed.
***
If regulators or other third parties take the position in the future that our products or services violate applicable brokering, 
“bird-dog” or advertising laws or regulations, responding to those allegations could be costly, require us to pay significant sums in 
settlements, require us to pay civil and criminal penalties, including fines, interfere with our ability to continue providing our products 
and services in certain jurisdictions or require us to make adjustments to our products and services or the manner in which we derive 
revenue from our participating dealers, any or all of which could result in substantial adverse publicity, loss of TrueCar Certified 
Dealers from our network, decreased revenues, increased expenses and decreased profitability.
Insurance Regulatory Laws
The advertising and sale of automobile insurance is highly regulated by the jurisdictions in which we do business. Although 
we do not sell insurance, certain of our partners sell insurance to the public in general and may sell insurance to our users in particular. 
Further, we enter into arrangements with certain such partners from time to time pursuant to which we receive fees based in whole or 
in part on the volume of our users who choose to interact with those partners. We cannot guarantee you that regulatory authorities or 
third parties will not take the position that some of the regulations applicable to insurance brokers or to the manner in which insurance 
products are advertised or sold generally apply to our platforms or business. If our products or services are determined to fall within 
the scope of those laws or regulations, we or our partners may be required to implement new measures, which could be costly, to 
reduce our or their exposure to those obligations, including the discontinuation of certain products or services in affected jurisdictions. 
Additionally, if our products or services are determined not to comply with relevant regulatory requirements, we or our partners could 
be subject to significant civil and criminal penalties, including fines, or the award of significant damages in class action or other civil 
litigation, as well as orders interfering with our ability to continue providing our products and services in certain jurisdictions. Even 
without a determination that our products or services fall within the scope of those laws or regulations or do not comply their 
requirements, if any of our current or prospective affinity or other partners is uncertain about the applicability of those laws and 
regulations to our business, those partners may terminate or curtail their business with us, or we could have difficulty attracting new 
partners, which would adversely affect our future growth. Any or all of these adverse effects could result in substantial negative 
publicity, decreased revenues, increased expenses and decreased profitability.
Laws Relating to Financial Products
The provision of financial products, including related to the purchase, financing or lease of automobiles, is highly regulated 
by the jurisdictions in which we do business. Although we do not provide financing, extend credit to consumers or make decisions 
regarding whether a consumer qualifies for financing, certain of our partners provide automobile financing or other financial products 
to the public in general, and may provide automobile financing products to our users in particular. In connection with certain of the 
products provided by these commercial partners, our platform collects and transmits certain information related to consumer credit 
applications. Further, we enter into arrangements with certain such partners from time to time pursuant to which we receive fees based 
in whole or in part on the volume of our users who choose to interact with those partners, including arrangements based upon the 
volume of our users who complete transactions with those partners. We cannot assure you that relevant regulatory authorities or third 
parties will not take the position that some of the regulations applicable to financial product providers, or to the manner in which such 
products are advertised or sold, apply to our platforms or business. If our products or services, including products or services that we 
may offer in the future, are determined to fall within the scope of those laws or regulations in a manner that would require us or our 
partners to implement additional measures to comply with these laws and regulations, we may be forced to incur additional 
34

compliance costs or be required to discontinue or limit the offering of certain products or services in affected jurisdictions. 
Additionally, if our products or services are determined not to comply with relevant regulatory requirements, we or our partners could 
be subject to possibly significant civil and criminal penalties, including fines, or the award of significant damages in class action or 
other civil litigation, as well as orders interfering with our ability to continue providing our products and services in certain 
jurisdictions. Even without a determination that our products or services are not in compliance with those law or regulations, if any of 
our current or prospective affinity or other partners is uncertain about the applicability of such laws and regulations to our business, 
those partners may terminate or curtail their business with us, or we could have difficulty attracting new partners, which would 
adversely affect our future growth. Any or all of these adverse effects could result in substantial negative publicity, increased 
regulatory scrutiny, decreased revenues, increased expenses and decreased profitability.
Federal Advertising Regulations
The Federal Trade Commission, or the FTC, has authority to take actions to remedy or prevent advertising practices that it 
considers to be unfair or deceptive and that affect commerce in the United States. If the FTC takes the position in the future that any 
aspect of our business constitutes an unfair or deceptive advertising practice, responding to those allegations could require us to pay 
significant damages, settlements and civil penalties, or could require us to make adjustments to our products and services, any or all of 
which could result in substantial adverse publicity, loss of participating dealers, lost revenues, increased expenses and decreased 
profitability.
In 2023, the FTC announced a rule that set forth new requirements with respect to the sale, financing and leasing of new and 
used vehicles by dealers as well as the advertising of such vehicles by dealers. This rule, referred to as the Combating Auto Retail 
Scams Trade Regulation Rule, or CARS Rule, was vacated in January 2025 by the United States Court of Appeals for the Fifth 
Circuit. However, if the CARS Rule or a variation of such rule goes into effect because, for example, the FTC successfully appeals 
this decision or announces revised rules that address the deficiencies identified by the court, and the FTC takes the position that any 
aspect of our business does not comply with relevant regulatory requirements of the CARS Rule, we could be required to pay 
significant damages, settlements and civil penalties, or we could be required to make adjustments to our products and services, any or 
all of which could result in substantial adverse publicity, loss of participating dealers, lost revenues, increased expenses and decreased 
profitability.
In some cases, federal advertising law may allow private plaintiffs to bring causes of action against us. For example, in 
March 2015, we were named as a defendant in a lawsuit purportedly filed on behalf of numerous automotive dealers who were not on 
the TrueCar platform in the U.S. District Court for the Southern District of New York. The complaint sought injunctive relief in 
addition to over $250 million in damages based on allegations that we violated the Lanham Act as well as various state laws 
prohibiting unfair competition and deceptive acts or practices related to our advertising and promotional activities. In July 2019, the 
court granted our motion for summary judgment as to the plaintiffs’ Lanham Act claim and, in light of the dismissal of the plaintiffs’ 
sole federal claim, the court declined to exercise supplemental jurisdiction over their state-law claims and therefore dismissed them 
without prejudice.
Federal Antitrust Laws
The antitrust laws prohibit, among other things, any joint conduct among competitors that would lessen competition in the 
marketplace. Some of the information that we obtain from dealers is competitively sensitive and, if disclosed inappropriately, could 
potentially be used by dealers to impede competition or otherwise diminish independent pricing activity. A governmental or private 
civil action alleging the improper exchange of information, or unlawful participation in price maintenance or other unlawful or 
anticompetitive activity, even if unfounded, could be costly to defend and adversely impact our ability to maintain and grow our dealer 
network.
In addition, governmental or private civil actions under the antitrust laws could result in orders suspending or terminating our 
ability to do business or otherwise altering or limiting certain of our business practices, including the manner in which we handle or 
disclose dealer pricing information, or the imposition of significant civil or criminal penalties, including fines or the award of 
significant damages against us and our TrueCar Certified Dealers in class action or other civil litigation.
Privacy Laws
We are subject to a variety of laws and regulations that relate to privacy, data protection and personal information, which in 
some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to 
significant change or differ drastically depending on the jurisdiction. As a result, the application, interpretation and enforcement of 
these laws and regulations are often uncertain and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and 
inconsistently with our current practices and policies. For example, legislative or regulatory actions affecting the manner in which we 
display content to our users, use or share information or obtain consent to use or share information could adversely affect the manner 
35

in which we provide our services or adversely affect our financial results. For more information concerning these and other similar 
potential actions, refer to the risk factor “We collect, process, store, share, disclose and use personal information and other data, and 
our actual or perceived failure to protect this information and data could damage our reputation and brand and harm our business 
and operating results.”
Other
The foregoing description of laws and regulations to which we are or may be subject is not exhaustive, and the regulatory 
framework governing our operations is subject to continuous change. The enactment of new laws and regulations or the interpretation 
of existing laws and regulations in an unfavorable way may affect the operation of our business, directly or indirectly, which could 
result in substantial regulatory compliance costs, civil or criminal penalties, including fines, adverse publicity, loss of participating 
dealers, lost revenues, increased expenses and decreased profitability. Further, investigations by government agencies, including the 
FTC, into allegedly anticompetitive, unfair, deceptive or otherwise unlawful business practices by us or our TrueCar Certified Dealers, 
could cause us to incur additional expenses and, if adversely concluded, could result in substantial civil or criminal penalties and 
significant legal liability. Finally, the evolution of our business, in particular in connection with the development and implementation 
of our TrueCar+ offering, could implicate additional regulatory frameworks with which we have not had prior experience. For 
example, regulators could take the position that our permitting consumers to use our technology solutions and interactive platform to 
arrange with our dealers for transportation of vehicles they purchase from those dealers implicates regulations enforced by the Federal 
Motor Carrier Safety Administration. Further, some states have enacted laws which prohibit the sale of certain items, including cars, 
on specific days of the week. If a state were to conclude that the use of certain planned features of our TrueCar+ offering, such as the 
ability for a user to reserve a car and pay the purchase price online, on days affected by such laws would result in a violation of such 
laws, the ability of users to access these features could be diminished and the value of our TrueCar+ offering may be adversely 
affected. If any additional regulatory frameworks are finally determined to apply to our business, or if we are found for any reason not 
to comply with any applicable regulations, our business could be negatively impacted.
Our business, TrueCar Certified Dealers and the automotive industry may be impacted by laws, regulations and other 
policies put in place in response to climate change. 
Federal, state and local governmental authorities have enacted, and will likely continue to enact initiatives aimed to mitigate 
the long-term impacts of climate change. Although some of these initiatives may not be directly applicable to our business, many 
impact the larger automotive ecosystem. For example, vehicle manufacturers are subject to government-mandated fuel economy and 
greenhouse gas, or GHG, emission standards, which continue to change and become more stringent over time. Substantial changes to 
fuel economy requirements or new restrictions on GHG emissions that may be imposed on vehicles and fuels could adversely affect 
consumer demand for vehicles or increase the costs of operations for manufacturers and dealers. We also cannot predict whether future 
regulations will be designed to apply directly to businesses such as ours, which may be viewed by regulators as promoting the use and 
consumption of fossil fuels. 
Consumers may also change their behavior as a result of concerns over climate change, including by seeking to reduce their 
reliance on automobiles generally or increasing demand for electric vehicles, some of which, as described elsewhere in this “Risk 
Factors” section, are sold directly to consumers by manufacturers without the involvement of franchised dealers such as the TrueCar 
Certified Dealers on our network.
Further, in March 2024, the SEC approved rules requiring increased climate change-related disclosure in certain public 
company SEC filings, and, in October 2023, California’s governor signed two bills into law that would require companies operating in 
California to provide certain detailed climate-related disclosures as early as 2026. The SEC rules have been stayed pending resolution 
of multiple lawsuits, and the California rules are also facing legal scrutiny. However, if one or more of the SEC and California climate 
disclosure rules survive their legal challenges, we may face increased reporting obligations that divert management attention or require 
us to spend significant resources.
We cannot guarantee that we will be able to successfully adapt our operations in response to any climate-related changes or 
comply with any increased reporting obligations in a cost-effective manner, and our business, financial condition and results of 
operations could be materially and adversely affected.
We face litigation and are party to legal proceedings that could have a material adverse effect on our business, financial 
condition, results of operations and cash flows.
We are subject to a variety of claims and lawsuits. These claims may arise from a wide variety of business practices and 
initiatives, including product innovations, the content and functionality of the websites and mobile applications that we operate, our 
advertising practices and content, our use and storage of data, our use of intellectual property, M&A transactions and business 
transactions or other business relationships, such as those with our users, participating dealers, affinity partners, OEM partners, 
36

licensors, licensees, landlords, tenants and employees. Additionally, as a public company, we face the risk of stockholder lawsuits, 
particularly if we experience declines in the price of our common stock. Adverse outcomes in any claim or lawsuit against us could 
result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. Examples of 
litigation to which we are, and have been, subject include:
Stockholder Litigation
Milbeck Federal Securities Litigation 
In March 2018, Leon Milbeck filed a putative securities class action against us and certain of our then-current and former 
officers and directors in the U.S. District Court for the Central District of California, which we refer to as the Milbeck Federal 
Securities Litigation. The complaint, as amended, sought an award of unspecified damages and other relief based on allegations that 
the defendants made false or misleading statements about our business, operations, prospects and performance during a purported 
class period of February 16, 2017 through November 6, 2017 in violation of applicable securities laws in connection with our 
secondary offering of common stock that occurred during the class period. On May 26, 2020, the case was dismissed pursuant to a 
settlement. As a result, the Milbeck Federal Securities Litigation is resolved, and we do not anticipate a loss related to this matter, 
because the settlement was covered by our directors’ and officers’ liability insurance. However, if similar litigation is filed against us, 
we may incur significant legal fees, settlements or damages awards. If any such matter is not ultimately resolved in our favor, losses 
arising from the results of litigation or settlements, as well as ongoing defense costs or adverse changes in our dealer network, could 
have a material adverse effect on our business, financial condition, results of operations and cash flows.
Derivative Litigation 
In August 2019, three purported stockholder derivative actions were filed in Delaware alleging a variety of claims nominally 
on our behalf arising out of alleged breaches of fiduciary duty under Delaware law based upon substantially the same factual 
allegations as the Milbeck Federal Securities Litigation. The complaints named us, certain of our then-current and former directors and 
officers, USAA and, in one of the actions, certain of entities affiliated with USAA as defendants. On October 7, 2019, the Delaware 
Court of Chancery consolidated the cases into a single action, which we refer to as the Delaware Consolidated Derivative Litigation. 
On September 30, 2020, the court dismissed the Delaware Consolidated Derivative Litigation with prejudice for failure to make a pre-
suit demand and failure to state a claim and the plaintiffs did not appeal the ruling. As a result, the Delaware Consolidated Derivative 
Litigation has been resolved.
Following the court’s decision, the plaintiffs sent a letter to us demanding that we pursue claims against certain current and 
former officers for various alleged breaches of their fiduciary duties, based substantially on the same factual allegations as the Milbeck 
Federal Securities Litigation. On November 18, 2020, our board of directors established a special committee of the board, which we 
refer to as the Special Committee, to investigate the claims in the Delaware Consolidated Derivative Litigation, the Lee Derivative 
Litigation (described below) and other related stockholder demands. In October 2021, following the aforementioned investigation, our 
board of directors adopted the Special Committee’s recommendation that our board refuse the demands in their entirety and conclude 
that no further action is necessary.
Further, in December 2019, Sulgi Lee, a purported stockholder, filed a derivative action in the Delaware Court of Chancery 
alleging a variety of claims nominally on our behalf arising out of alleged breaches of fiduciary duty under Delaware law based upon 
substantially the same factual allegations as the Milbeck Federal Securities Litigation, which we refer to as the Lee Derivative 
Litigation and, together with the Delaware Consolidated Derivative Litigation, the Derivative Litigation. The complaint named us, 
certain of our then-current and former directors and officers and USAA as defendants. The plaintiff sought an award of damages 
against the defendants on our behalf and various alleged corporate governance reforms. Following the board’s action on the Special 
Committee’s recommendation, which is described above, the plaintiff dismissed her claims on June 22, 2022. As a result, the Lee 
Derivative Litigation is resolved, and we do not anticipate a loss related to this matter. However, if similar litigation is filed against us, 
we may incur significant legal fees, settlements or damages awards. If any such matter is not ultimately resolved in our favor, losses 
arising from the results of litigation or settlements, as well as ongoing defense costs or adverse changes in our dealer network, could 
have a material adverse effect on our business, financial condition, results of operations and cash flows.
***
In the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, 
securities class action lawsuits have often been instituted against affected companies, and as noted above, this type of lawsuit has been 
instituted against us in the form of the Milbeck Federal Securities Litigation and the Derivative Litigation, among others. Additional 
lawsuits of this type or similar types, if instituted against us or one or more of our officers or directors, whether arising from alleged 
facts the same as, similar to or different from those alleged in the Milbeck Federal Securities Litigation or the Derivative Litigation, 
37

could result in significant legal fees, settlements or damage awards, as well as the diversion of our management’s attention and 
resources, and thus could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Further, in April 2024 we initiated a lawsuit in Los Angeles Superior Court against the landlord of our former principal 
executive offices in Santa Monica. The lawsuit, which we filed in connection with providing the landlord with a termination notice 
with respect to the lease agreement pursuant to which we leased such offices, sought declaratory judgment that our termination was 
justified under applicable California law, along with certain other relief. In May 2024, following our initiation of the lawsuit, the 
landlord of our former executive offices filed a cross-complaint against us alleging breach of contract as a result of our termination of 
the lease and seeking an unspecified amount of damages. If this matter is not ultimately resolved in our favor, losses arising from the 
results of litigation or settlements, as well as ongoing costs of litigation, could have a material adverse effect on our business, financial 
condition, results of operations and cash flows.
We have incurred significant legal fees in our defense of certain of the matters referred to above and we may incur additional 
fees and other liabilities in connection with those matters that are still pending and any additional lawsuits that may be filed against us 
or one or more of our officers or directors hereafter.  Our insurance policies may not provide sufficient coverage to adequately 
mitigate the legal fees and potential liabilities arising from these matters and, even where fees and liabilities are covered by those 
policies, we may be unable to fully collect the insurance proceeds in a timely manner or at all. As a result, these fees and other 
liabilities could have a material adverse effect on our financial condition, results of operations and cash flows.
We have in the past undertaken and may in the future pursue acquisitions, divestitures, investments and other similar 
transactions, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise 
disrupt our operations and harm our operating results, and if we do not manage them successfully or if acquired entities or 
investments fail to perform as expected, our financial results, business and prospects could be harmed.
In pursuing our business strategy, we routinely discuss and evaluate potential acquisitions, divestitures, investments and other 
similar transactions. For example, we may seek to expand or complement our existing products and services through the acquisition of 
or investment in attractive businesses and technologies rather than through internal development, such as our acquisitions of 
DealerScience in 2018 and Digital Motors in 2022, our investment in Accu-Trade in 2019 and divestment thereof in 2022 and our 
divestiture of our subsidiary, ALG, Inc., or, ALG, in 2020.
Transactions such as these require significant management time and resources and have the potential to divert our attention 
from our ongoing business, and we may not manage them successfully. We may be required to make substantial investments of 
resources to support any such transaction, and we cannot assure you that they will be successful. Additionally, strategic investments in 
and partnerships with other businesses expose us to the risk that we may not be able to control the operations of those businesses, 
which could decrease the benefits we realize from a particular relationship. We are also exposed to the risk that our partners in 
strategic investments may encounter financial difficulties that could lead to disruption of their activities, or impairment of assets 
acquired, which could adversely affect future reported results of operations and stockholders’ equity. 
The risks we face in connection with transactions such as these include: 
•
diversion of management time and focus from operating our business; 
•
additional operating losses and expenses of other businesses;
•
integration of acquisitions, including coordination of technology, research and development and sales and marketing 
functions; 
•
transition of the other business’s users to our website and mobile applications; 
•
retention of employees from an acquired business, or separation of employees from a divested business; 
•
cultural and other challenges associated with integrating employees from an acquired business into our organization; 
•
integration of an acquired business’s accounting, management information, human resources, legal and other 
administrative systems, or extrication of such systems from a divested business; 
•
the need to implement or improve controls, procedures and policies at a business that prior to the transaction may have 
lacked effective controls, procedures and policies; 
38

•
potential write-offs of intangibles or other assets acquired in acquisitions or similar transactions, or write-downs of 
investments, that may have an adverse effect on our operating results in a given period;
•
the risks associated with the businesses, products or technologies in question, which may differ from or be more 
significant than the risks our business faces;
•
the risks associated with obtaining necessary regulatory approval for a transaction;
•
liability for the activities, products or services of the business, including patent and trademark infringement claims, 
violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;
•
risk related to the payment of contingent consideration; and 
•
litigation or other claims in connection with the business, product or technology in question, including claims from 
terminated employees, consumers, former stockholders or other third parties.
Our failure to address these risks or other problems encountered in connection with our past or future transactions could 
cause us to fail to realize the anticipated benefits of those transactions, cause us to incur unanticipated liabilities and harm our business 
generally. Future transactions could also result in dilutive issuances of our equity securities; the incurrence of debt, contingent 
liabilities or amortization expenses; or the write-off of goodwill, any of which could harm our financial condition, and the anticipated 
benefits of any transaction may not materialize.
For example, the total consideration of $135 million payable in connection with the divestiture of ALG in 2020, included up 
to a maximum of $22.5 million in contingent consideration, comprising one payment of up to $7.5 million payable based on ALG’s 
achievement of certain revenue metrics in 2020 and another payment of up to $15 million payable based on its achievement of certain 
other revenue metrics in 2022. The first tranche of $7.5 million in contingent consideration was paid in the first quarter of 2021, but on 
April 17, 2023, ALG provided us with notice that it failed to achieve the 2022 revenue metrics required for us to be entitled to any of 
the $15 million contingent consideration. Although we disputed the basis of this notice pursuant to the dispute resolution process 
provided for in the ALG purchase agreement, we were ultimately awarded less than 1% of the $15 million contingent consideration. If 
we enter into future transactions in which any amount of consideration is payable contingent upon factors beyond our control, we will 
be unable to guarantee that such payments will be received.
Further, we acquired our Digital Motors subsidiary in the second quarter of 2022 in part to integrate certain features of its 
existing automotive retail and financial technology platform into our current and future product offerings, including our TrueCar+ 
offering. For example, in the fourth quarter of 2022 we employed certain elements of Digital Motors’ credit application routing 
product to replace services that to that point had been supplied by a third-party vendor. However, we cannot guarantee that we will be 
able to successfully realize value commensurate with our investment through integrating technology developed by Digital Motors into 
our own platforms or that the benefits of any such integration will make our offerings more attractive to dealers and consumers. We 
also cannot guarantee that any benefits that result from our acquisition of Digital Motors or any other acquisition will outweigh the 
costs incurred due to the allocation of financial and other resources to such acquisition, or result in a meaningful return on our 
investment. For example, in June 2023, in order to preserve flexibility in how we employed the assets obtained in the Digital Motors 
acquisition, we entered into an agreement with the former shareholders of Digital Motors to waive certain product development and 
revenue milestones that the Digital Motors business would have otherwise been required to achieve to be entitled to certain contingent 
consideration under our acquisition agreement.
We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure 
to protect this information and data could damage our reputation and brand and harm our business and operating results.
We collect, process, store, share, disclose and use personal information and other data provided by consumers and dealers. 
We rely on encryption and authentication technology licensed from third parties to effect secure transmission of this information. 
From time to time, concerns have been expressed about whether our products, services or processes compromise the privacy of our 
users. Concerns about our practices with regard to the collection, use or disclosure of personal information or other privacy-related 
matters, even if unfounded, could harm our business and operating results.
There are many federal, state, local and foreign laws regarding privacy and the collection, processing, storage, sharing, 
disclosure, use or protection of personal information and other data. The scope of these laws is changing, they are subject to differing 
interpretations, and they may be costly to comply with and may be inconsistent between countries and jurisdictions or conflict with 
other rules. 
39

Numerous jurisdictions in which we do business are currently considering, or have enacted, data protection legislation, most 
prominently, the California Consumer Privacy Act of 2018, which we refer to as the CCPA. The CCPA imposes sweeping data 
protection obligations on many companies doing business in California and provides for substantial fines for non-compliance and, in 
some cases, a private right of action for consumers who are victims of data breaches involving their unencrypted personal information. 
The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase 
data breach litigation. Moreover, California voters approved the California Privacy Rights Act in 2020, which amended the CCPA to, 
among other things, further restrict information sharing, heighten penalties and establish a new governmental agency to enforce the 
CCPA. The CCPA has increased our compliance costs and potential liability. Modifications to our data processing practices and 
policies, products and consumer experience that we have made to comply with the CCPA and similar legislation, or that we may be 
required to make in the future as a result of the continuing changes to the requirements under that legislation or similar future 
legislation, may materially negatively impact our business, operating results, financial condition and prospects.
Legislation similar to the CCPA has also passed and has been proposed in a number of other states. The potential effects of 
these states’ legislation are far-reaching and may require us to incur substantial costs and expenses in an effort to comply, and it is 
unclear whether, and if so how, the United States Congress will respond to these overlapping, state-by-state enactments.
Further, many laws, including the Telephone Consumer Protection Act of 1991, the CAN-SPAM Act of 2003 and the 
Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act of 2019, regulate outbound contacts with 
consumers, such as phone calls, texts or emails. If we, or dealers on our network, are perceived to have violated these or other similar 
laws and regulations, our brand and reputation could be negatively affected, and we could face potentially costly litigation. In addition, 
in December 2023, the Federal Communications Commission (“FCC”) adopted new rules that expanded the requirements related to 
collecting consumer consent prior to initiating outbound contact with consumers via phone call or text by restricting the practice of 
collecting a single consumer consent to authorize covered communications from multiple sellers. Although these new rules were 
vacated by the United States Court of Appeals for the Eleventh Circuit in January 2025, if the FCC successfully appeals this ruling or 
if the FCC proposes similar rules in the future, the implementation of such rules could require us to make certain changes to our 
consumer consent collection practices and user experience. If any such changes cause consumers to view our products and user 
experience as less appealing, our close rate and value proposition to consumers and dealers could be negatively impacted.  
There are also emerging cases in which plaintiffs have asserted novel claims under existing privacy and data security laws in 
the United States, such as federal and state wiretapping laws, in ways which may impact our ability to offer certain products or employ 
widely-used technologies that allow website and mobile application operators to understand how users interact with their services. The 
outcome of these cases could cause us to make changes to our products or operations to avoid costly litigation, government 
enforcement actions, damages, and penalties under these laws, which could adversely affect our business, results of operations, and 
our financial condition.
Our business operations and data handling procedures are based on industry standards. We maintain and update privacy and 
information security policies and employ an audit and assurance program designed to ensure that we comply with privacy and 
security-related obligations to third parties. We strive to monitor the changing regulatory environment and to address the new 
requirements of applicable laws and regulations and other mandatory obligations relating to privacy and data protection. However, it is 
possible that these obligations may be interpreted and applied in new ways or in a manner that is inconsistent from one jurisdiction to 
another, that they may conflict with other rules or our practices or that new regulations could be enacted. In addition to the increasing 
technical and financial burdens they impose on our business, the rapid legislative and other legal developments in this field create 
considerable uncertainties and impose substantial compliance costs and challenges. Any failure or perceived failure by us to comply 
with our privacy policies, our privacy-related obligations to consumers or other third parties or our privacy-related legal obligations, 
including those imposed by the CCPA and other state privacy laws, or any compromise of security that results in the unauthorized 
release or transfer of sensitive information, which may include personally identifiable information or other user data, may result in 
governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others. Any of these 
consequences could cause consumers and automobile dealers to lose trust in us, which could have a material adverse effect on our 
business and prospects. Additionally, if vendors, developers or other third parties that we work with violate applicable laws or our 
policies, such violations may also put consumer or dealer information at risk and could in turn harm our reputation, business and 
operating results.
Security breaches and improper access to or disclosure of our data or user data, or other hacking and phishing attacks on 
our systems, could harm our reputation and adversely affect our business.
Our industry is prone to cyberattacks by third parties seeking unauthorized access to our data or users’ data or to disrupt our 
ability to provide service. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user 
data, including personal information, content or payment information from users, could result in the loss or misuse of such data, which 
could harm our business and reputation and diminish our competitive position. In addition, computer malware, viruses, social 
engineering (such as spear phishing attacks) and general hacking have become more prevalent in our industry, have occurred on our 
40

systems in the past and are likely to occur on our systems in the future. Such attacks may cause interruptions to the services we 
provide, degrade the user experience, cause users to lose confidence and trust in our products, impair our internal systems or result in 
financial harm to us. Further, these risks could be heightened by the fact that most of our employees work from home.
Our efforts to protect our data or the data we receive could also be unsuccessful due to software bugs or other technical 
malfunctions; employee, contractor or vendor error or malfeasance; government surveillance; or other threats. In addition, third parties 
may attempt to fraudulently induce employees or users to disclose information to gain access to our data or our users’ data. 
Cyberattacks continue to evolve in sophistication and volume and may be inherently difficult to detect for long periods of time. 
Although we have developed systems and processes that are designed to protect our data and user data, to prevent data loss and to 
prevent or detect security breaches, we cannot assure you that such measures will provide absolute security, and we may need to 
expend significant resources in protecting against or remediating security breaches and cyberattacks.
In addition, some of our third-party partners, including developers, vendors, affinity group marketing partners and OEM 
partners, may receive or store information that we or our users provide. If these partners fail to adopt or adhere to adequate data 
security practices, or suffer a breach of their networks, our data or our users’ data could be improperly accessed, used or disclosed. 
Affected users or government authorities could initiate legal or regulatory actions against us in connection with any actual or 
perceived security breaches or improper disclosure of data, which could cause us to incur significant expense and liability or result in 
orders or consent decrees requiring us to modify our business practices. These incidents, and our efforts to address them, could have a 
material and adverse effect on our business, reputation or financial results.
For example, as discussed elsewhere in this “Risk Factors” section, in June 2024, CDK Global, a major provider of DMS 
products, announced that it had suspended certain key systems and operations as a result of a cybersecurity incident. Although we 
identified no evidence that suggested our own systems were exposed in the incident that impacted CDK, we do share and receive 
certain data through CDK’s interface. If regulators or other government authorities take the position that the exposure of any data we 
sent or received through CDK’s systems required us to take further action, or if such a conclusion is reached with respect to a future 
security incident, we may incur compliance costs and potentially face legal liability.
Further, the SEC has recently enacted rules requiring public companies to disclose material cybersecurity incidents that they 
experience on a Current Report on Form 8-K within four business days of determining that a material cybersecurity incident has 
occurred and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and 
governance. These new reporting requirements were effective for us as of December 18, 2023. If we fail to comply with these new 
requirements we could incur regulatory fines in addition to other adverse consequences to our reputation, business, financial condition 
and results of operations.
Our platform must integrate with a variety of web browsers and operating systems, both on desktop computers and mobile 
devices, that are developed by others, and our business is dependent on our ability to maintain our platform’s functionality and 
deliver a compelling user experience across those browsers and operating systems.
We interact with users through our Internet-based platform, which is designed to operate on a variety of network, hardware 
and software platforms that are developed by others and over which we have no control, including the numerous web browsers and 
operating systems that consumers use to access the Internet, both on desktop computers and mobile devices. As a result, we need to 
continuously modify and enhance our platform to keep pace with consumers’ evolving expectations and changes in network, 
hardware, software, communication and browser technologies. 
For example, some web browsers have begun to discontinue third-party cookie tracking, and the providers of certain other 
web browsers have announced an intention to do so as well. Certain of our marketing efforts currently rely on cookies to identify in-
market consumers. We cannot assure you that we will be able to mitigate any adverse effects that result from browsers blocking our 
cookies, or altering the manner in which, or the extent to which, they support our cookies.
If we are unable to respond in a timely and cost-effective manner to the rapid technological developments in the network, 
hardware and software programs that consumers use to interact with us and our dealers and partners, or otherwise to provide a 
compelling user experience across each of the devices and browsers that consumers prefer to use, our platform could become obsolete 
or otherwise attract fewer users, which could adversely impact our revenues, business and operating results.
The success of our business depends on consumers’ continued and unimpeded access to our platform on the Internet.
Consumers must have Internet access to use our platform. Some providers may take measures that affect consumers’ ability 
to use our platform, such as degrading the quality of the connections through which we transmit data packets over their lines, giving 
those packets lower priority, giving other packets higher priority than ours, blocking our packets entirely or attempting to charge their 
41

customers more for using our platform. If network operators attempt to interfere with our services, extract fees from us to deliver our 
platform or otherwise engage in discriminatory practices, our business could be adversely affected. 
In December 2010, the FCC adopted so-called “net neutrality” rules barring internet providers from blocking or slowing 
down access to online content, protecting services like ours from this type of interference, which we refer to as the Federal Net 
Neutrality Regulations. Effective June 11, 2018, however, the FCC repealed the Federal Net Neutrality Regulations, and considerable 
uncertainty currently surrounds the regulatory environment in this field. Multiple states have enacted legislation intended to implement 
rules similar to the Federal Net Neutrality Regulations at the state level, which, in some instances, has led to legal challenges, 
including litigation over the preemptive effects of the FCC’s regulatory authority in this area of law. In April 2024, the FCC voted to 
reinstate the Federal Net Neutrality Regulations, but the reinstated rules were overturned by the Sixth Circuit U.S. Court of Appeals in 
January 2025 as the result of legal challenges brought by internet service providers. Despite the lack of current rules regarding net 
neutrality at the federal level, a number of states have adopted legislation protecting net neutrality at the state level and, in the future, 
Congress could adopt legislation protecting net neutrality. As a result, this area of the law remains uncertain, and we cannot predict the 
future status of protections of net neutrality at the state and federal level. In this regulatory environment, we could experience 
discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise 
negatively affect our business.
Our products and internal systems rely on software that is highly technical. If it contains undetected errors or 
vulnerabilities, our business could be adversely affected.
Our products and internal systems rely on software, including software developed or maintained internally or by third parties, 
that is highly technical and complex. In addition, our products and internal systems depend on the ability of that software to store, 
retrieve, process and manage substantial amounts of data, especially as we introduce systems founded in artificial intelligence and 
machine learning. The software on which we rely has contained, and may in the future contain, undetected errors, bugs or 
vulnerabilities. Some errors may only be discovered after the code has been released for external or internal use. Errors, vulnerabilities 
or other design defects within the software on which we rely have in the past, and may in the future, result in a negative experience for 
consumers, dealers and partners who use our products, delay product introductions or enhancements, result in targeting, measurement 
or billing errors, compromise our ability to protect consumers’, dealers’ and partners’ data and our intellectual property or lead to 
reductions in our ability to provide some or all of our products and services. In addition, any errors, bugs, vulnerabilities or defects 
discovered in the software on which we rely, and any associated degradation or interruption of service, could result in damage to our 
reputation, loss of users, loss of revenue or liability for damages, any of which could adversely affect our business and financial 
results.
Our business is dependent on our ability to maintain and scale our technical infrastructure, and any significant disruption 
in service on our website or mobile applications could damage our reputation and result in a loss of consumers, which could harm 
our business, brand, operating results and financial condition.
Our brand, reputation and ability to attract consumers, affinity groups and advertisers depend on the reliable performance of 
our technology platform and content delivery. We have on occasion in the past experienced, and may in the future experience, 
interruptions with our systems. Interruptions in these systems, whether due to system failures, computer viruses, denial-of-service 
attacks or physical or electronic break-ins, could affect the security or availability of our products and services on our website and 
mobile application and prevent or inhibit the ability of consumers to access our products and services. To the extent that our consumer 
base, the number of TrueCar Certified Dealers, the scale of our TrueCar+ offering and the number of parties with which we maintain 
commercial relationships grow and we implement systems founded in artificial intelligence and machine learning, we would need an 
increasing amount of technical infrastructure, including network capacity and computing power, to satisfy our own needs as well as 
consumers’ and dealers’ needs and maintain and grow business operations with commercial partners, and we may not effectively scale 
and grow our technical infrastructure to accommodate any increased demands. Problems with the reliability or security of our systems 
or with the upgrading, architectural unification or scaling of those systems could harm our reputation, result in a loss of consumers, 
dealers and affinity group marketing partners and result in additional costs. In addition, a significant disruption in our billing systems 
could affect our ability to match automobile purchases made by our users from TrueCar Certified Dealers and delay or prevent us from 
submitting invoices to TrueCar Certified Dealers, receiving payment for invoices and recognizing revenue related to purchases.
Any errors, defects, disruptions or other performance or reliability problems with our network operations, or with the services 
we receive from third-party network infrastructure providers, could cause interruptions in access to our products and could harm our 
reputation, business, operating results and financial condition.
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We rely on Amazon Web Services for the majority of our computing, storage, bandwidth and other services. Any 
disruption of or interference with our use of Amazon Web Services would negatively affect our operations and seriously harm our 
business.
Amazon provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as 
a “cloud” computing service, and we currently run nearly all of our computing on Amazon Web Services.
 Any transition of the cloud services currently provided by Amazon Web Services to another cloud provider would be 
difficult to implement and would cause us to incur significant time and expense. We have built our software and computer systems to 
use computing, storage capabilities, bandwidth and other services provided by Amazon, some of which do not have a readily available 
alternative in the market. Given this, any significant disruption of or interference with our use of Amazon Web Services would 
negatively impact our operations and seriously harm our business.  
If our users or partners are not able to access our products and services through Amazon Web Services or encounter 
difficulties in doing so, we may lose customers, dealers, partners and revenue. The level of service provided by Amazon Web Services 
or similar providers may also impact our customers’, dealers’ and partners’ usage of our products and services and satisfaction with us. 
If Amazon Web Services or similar providers experience interruptions in service regularly or for a prolonged period of time, or other 
similar issues, our business would be seriously harmed. Hosting costs also have increased in the past and may continue to increase to 
the extent that our user base and user engagement grow and may seriously harm our business if we are unable to grow our revenues 
faster than the cost of using the services of Amazon or similar providers.
Amazon has broad discretion to change and interpret its terms of service and other policies that apply to us, and those actions 
may be unfavorable to us. Amazon may also alter how we are able to process data on the Amazon Web Services platform. If Amazon 
makes changes or interpretations that are unfavorable to us, our business could be seriously harmed. Additionally, any disruption of or 
interference with the use of Amazon Web Services, including disruptions due to system failures, denial-of-service or other 
cyberattacks and computer viruses, or an interruption to Amazon’s systems or in the infrastructure that allows us to connect to them 
for an extended period, may impact our ability to operate the business and would adversely impact our operations and our business.
Our growth in prior years may not be indicative of our future growth.
Our revenue grew from $38.1 million in 2010 to $335.0 million in 2019. However, our overall revenue declined by 30.3% in 
2022 to $161.5 million and by an additional 1.7% in 2023 to $158.7 million. In light of the termination of our partnership with USAA 
in 2020 and the automobile inventory shortage that began in 2021 and other risks described in this “Risk Factors” section, our revenue 
in the future may continue to be lower than it has been in past periods. In addition, our ability to grow our revenue is dependent on our 
ability to:
•
successfully develop and roll out our TrueCar+ offering and other new product offerings;
•
expand our dealer network in a geographically optimized manner, including increasing dealers in our network 
representing high-volume brands; 
•
increase the number of transactions between our users and TrueCar Certified Dealers;
•
increase dealer subscription rates, and manage dealer churn;
•
grow the revenue we derive from car manufacturer incentive programs;
•
increase the number of dealers subscribing to our other products;
•
maintain and grow our affinity group marketing partner relationships and increase the productivity of our current affinity 
group marketing partners, and to replace the units generated by our former partnership with USAA; 
•
increase the number of users of our products and services, and in particular the number of unique visitors to the TrueCar 
website and our TrueCar-branded mobile applications, including by improving our search-engine optimization; 
•
enhance our consumer experience and increase the rate at which site visitors prospect with a TrueCar Certified Dealer 
and purchase from the prospected dealer;
•
improve the quality of our existing products and services, and introduce high-quality new products and services;
43

•
maintain our existing product offerings, including our Trade and Sell Your Car offerings following the termination of our 
commercial relationship with Accu-Trade; and  
•
introduce third-party ancillary products and services, including by integrating acquired products and services into our 
business.
We may not successfully accomplish any of these objectives. We plan to continue our investment in future growth. Among 
other things, we expect to continue to expend substantial financial and other resources on:
•
marketing and advertising; 
•
dealer outreach and training;
•
technology and product development, including the continuing development of TrueCar+, other new products and new 
features for existing products;
•
strategic partnerships, investments and acquisitions; and 
•
general administration, including legal, accounting and other compliance expenses related to being a public company.
We have a history of losses, and we may not be profitable in the future.
We have not been profitable since inception. We had an accumulated deficit of $593.3 million at December 31, 2024. During 
the twelve months ended December 31, 2024, we had a net loss of $31.0 million. In the past, we have made significant investments in 
our operations that have not resulted in corresponding revenue growth and, as a result, increased our losses. We continue to make 
significant investments to support the further development and expansion of our business, and these investments may not result in 
increased revenue or growth on a timely basis or at all. Our revenue growth has been highly influenced by marketing expenditures. 
Incremental marketing expenditures in certain situations do not result in sufficient incremental revenue to cover their cost. This limits 
the growth in revenue that can be achieved through marketing expenditures. In addition, as a public company, we have incurred, and 
will continue to incur, significant legal, accounting and other expenses.
We may incur significant losses in the future for a number of reasons, including slowing demand for our products and 
services, increasing competition, weakness in the automobile industry generally and other risks described in this report, and we may 
encounter unforeseen expenses, difficulties, complications and delays, and other unknown factors. If we incur losses in the future, we 
may not be able to reduce costs effectively because many of our costs are fixed. In addition, if we reduce variable costs to respond to 
losses, this may affect our ability to acquire users and dealers, improve our products and services and grow our revenues. Accordingly, 
we may not be able to achieve or maintain profitability and we may continue to incur significant losses in the future, and this could 
seriously harm our business and cause the price of our common stock to decline.
Our number of unique visitors, revenue and operating results fluctuate due to seasonality.
Our number of unique visitors, revenue trends and operating results reflect consumers’ car buying patterns. Across the 
automotive industry, consumers tend to purchase a higher volume of cars in the second and third quarters of each year, due in part to 
the introduction of new vehicle models from manufacturers. In the past, these seasonal trends have not been pronounced due to the 
overall growth of our business, and in more recent years the effects of seasonality on our results have been outweighed by disruptions 
to our business, such as the termination of our partnership with USAA, the coronavirus pandemic and the automobile inventory 
shortage. However, we expect that our future revenues may be affected more by these seasonal trends. Our business could also be 
impacted by cyclical trends affecting the overall economy, specifically the retail automobile industry, as well as by actual or 
threatened inflation, recession, severe weather or other significant events outside of our control.
Failure to adequately protect our intellectual property could harm our business and operating results.
Our business depends on our intellectual property, the protection of which is crucial to our success. We rely on a combination 
of patent, trademark, trade secret and copyright law and contractual restrictions to protect our intellectual property. In addition, we 
attempt to protect our intellectual property, technology and confidential information by requiring our employees and consultants to 
enter into confidentiality and assignment of inventions agreements and third parties to enter into nondisclosure agreements. These 
agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or 
technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, 
intellectual property or technology. Despite our efforts to protect our proprietary rights, unauthorized parties have attempted to copy 
44

aspects of our website features, software and functionality and such parties may further attempt to obtain and use information that we 
consider proprietary. 
Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading 
to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other 
registered trademarks or trademarks that incorporate variations of the term “TrueCar.”
We have also registered trademarks under the laws of certain jurisdictions outside of the United States. If applicable 
authorities determine that we do not conduct sufficient activities in such jurisdictions to maintain our rights over such trademarks, our 
ability to expand our business and our brand into new markets in the future could be harmed. From time to time, we have also been 
made aware of unauthorized uses of our intellectual property by parties we believe to be based in jurisdictions outside of the United 
States. It can be difficult or impossible to pursue any such infringement if such jurisdictions do not provide adequate intellectual 
property protections. 
We currently hold the “TrueCar.com” and “True.com” Internet domain names as well as various other related domain names. 
The regulation of domain names in the United States is subject to change. Regulatory bodies could establish additional top-level 
domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may not be 
able to acquire or maintain all domain names that use the name “TrueCar.”
We are occasionally party to intellectual property disputes, which can be costly and could harm our business and 
operating results.
From time to time, we face allegations that we, or businesses we acquired or in which we invested, have infringed the 
trademarks, copyrights, patents or other intellectual property rights of third parties, including from our competitors or non-practicing 
entities. For example, in the second quarter of 2020, a Florida dealer sued us claiming that our “BUY SMARTER DRIVE HAPPIER” 
tagline, which is featured in some of our marketing materials, infringed its “BUY SMART BE HAPPY” trademark. Although this 
litigation was resolved without any effect on our business, if any similar litigation is brought and decided adversely to us, we could be 
required to change our tagline and replace the marketing materials in which it is featured, which would be costly and could damage 
our brand. Moreover, as discussed in greater detail under the risk factor “Failure to adequately protect our intellectual property could 
harm our business and operating results,” from time to time, we take legal action to protect our own intellectual property.
Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and 
may require us to stop offering some features, purchase licenses or modify our products and features while we develop non-infringing 
substitutes or may result in significant settlement costs.
In addition, we use open-source software in our products and expect to use open-source software in the future. From time to 
time, we may face claims by companies that incorporate open-source software into their products, claiming ownership of, or 
demanding release of, the source code, the open-source software or derivative works that were developed using the software, or 
otherwise seeking to enforce the terms of the applicable open-source license. These claims could also result in litigation, require us to 
purchase a costly license or require us to devote additional research and development resources to change our platform or services, any 
of which would have a negative effect on our business and operating results.
Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these 
matters, and the time and resources necessary to litigate or resolve them, could harm our business, operating results and reputation.
The impairment of our goodwill, or any intangible or other long-lived assets or investments has required us in the past, 
and could further require us in the future, to record a non-cash charge to our earnings, which has materially and adversely 
affected our results of operations, and may again in the future.
At December 31, 2024, we had intangible assets of $2.0 million. Prior to the interim quantitative impairment test conducted 
as of September 30, 2022, discussed below, we had goodwill of $59.8 million. Under GAAP, we review our goodwill for impairment 
annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate the carrying value 
may not be recoverable. We review our intangible assets for impairment whenever events or changes in circumstances indicate that the 
carrying amounts may not be recoverable. For example, in the first quarter of 2020, in light of the global economic disruption and 
uncertainty occasioned by the coronavirus pandemic and the announcement of the then-impending termination of our affinity 
partnership with USAA, we performed an interim quantitative impairment test as of March 31, 2020, which concluded that the 
carrying value of our single reporting unit was greater than its fair value. Accordingly, during the three months ended March 31, 2020, 
we recognized a non-cash impairment charge of $10.2 million, of which $1.9 million was included in discontinued operations. Further, 
following a decline in our stock price in the third quarter of 2022 and continued macroeconomic disruptions impacting our business, 
we performed an interim quantitative impairment test as of September 30, 2022, which concluded that the carrying value of our single 
45

reporting unit exceeded the fair value and, accordingly, we recognized a non-cash impairment charge of $59.8 million for the year 
ended December 31, 2022.
We cannot guarantee that in future periods we will not be required to recognize additional impairment charges, whether in 
our goodwill, to the extent it is regained in the future, or other intangible assets, nor that we will be able to avoid a significant charge 
to earnings in our consolidated financial statements during the period in which an impairment is determined to exist. As a result, the 
carrying value of our goodwill, to the extent it is regained in the future, and intangible assets may not be recoverable due to factors 
such as a decline in our stock price and market capitalization, reduced estimates of future revenues or cash flows or slower growth 
rates in our industry. Estimates of future revenues and cash flows are based on a long-term financial outlook of our operations. Actual 
performance in the near-term or long-term could be materially different from these forecasts, which could impact future estimates and 
the recorded value of the intangible assets. Impairments to our goodwill have materially and adversely affected our results of 
operations in the past, and could again in the future, as could future reductions in the carrying value of any intangible assets.
Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash 
equivalents fail.
We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance 
Corporation, or FDIC, insurance limit. On March 10, 2023, the California Department of Financial Protection and Innovation closed 
Silicon Valley Bank, or SVB, and appointed the FDIC as receiver. At that time, we held approximately 70% of our cash and cash 
equivalents, approximately $122 million, with SVB in order to comply with a covenant in our now-terminated credit facility with 
SVB. As a result of SVB’s closure, substantially all of our cash and cash equivalents with SVB were temporarily unavailable until 
March 13, 2023, following the FDIC’s announcement that all SVB deposits would be guaranteed and that the bank would resume 
normal banking activities, including online banking. On March 27, 2023, all deposits of SVB were assumed by First-Citizens Bank & 
Trust Company.
Following the closure of SVB, we terminated our credit facility with SVB, which terminated the covenant requiring us to 
keep 70% of our cash and cash equivalents deposited with SVB. Although this allowed us to further diversify the financial institutions 
in which we deposit our cash and cash equivalents, our business operations necessitate maintaining a certain amount of cash in deposit 
accounts, and, as of December 31, 2024, approximately 11.7% of our cash and cash equivalents was held in deposit accounts in excess 
of the FDIC insurance limits and remain subject to the risk of bank failure. We cannot guarantee that additional financial institutions, 
including those at which we have deposited our cash and cash equivalents, will not enter into receivership or that the FDIC or any 
governmental authority will protect uninsured depositors if there are future bank failures. In instances of future bank failures, we may 
be unable to access or may lose some or all of our cash and cash equivalents, which could materially and adversely affect our business.
If our ability to use our net operating loss carryforwards and other tax attributes is limited, we may not receive the benefit 
of those assets.
We have federal net operating loss carryforwards that begin to expire in the year ending December 31, 2034 and state net 
operating losses that began to expire in the year ended December 31, 2022. Federal net operating losses generated after December 31, 
2017 will not expire and will carry forward indefinitely, but will be limited in any given year to offsetting a maximum of 80% of our 
taxable income for the year, determined without regard to the application of such net operating loss carryforwards. We also have 
federal research and development credit carryforwards that begin to expire in the year ending December 31, 2040 and state research 
and development credit carryforwards that can be carried forward indefinitely.
Sections 382 and 383 of the U.S. Internal Revenue Code impose substantial restrictions on the utilization of net operating 
losses and other tax attributes in the event of a cumulative “ownership change” of a corporation of more than 50% over a three-year 
period. Accordingly, if we generate taxable income in the future, changes in our stock ownership, including equity offerings and share 
repurchase programs, as well as other changes that may be outside our control, could potentially result in material limitations on our 
ability to use our net operating loss and research tax credit carryforwards. 
Changes in applicable tax law and resolutions of tax disputes could negatively affect our financial results.
We are subject to taxation in the United States. Changes in tax laws applicable to us, including interpretations thereof and 
related accounting standards, could materially and adversely affect our business, financial condition, results of operations and cash 
flows. For example, in 2018, the United States Supreme Court decided South Dakota v. Wayfair, Inc. That decision overturned earlier 
case law that online sellers are not required to collect sales and use taxes unless they have a physical presence in the buyer’s state. 
Although the Wayfair decision has not had a material effect on our business, it continues to reshape the sales tax landscape and 
responses from federal and state legislators, regulators and courts could materially increase our tax administrative costs and tax risk. 
Many states have adopted laws requiring so-called “marketplace facilitators” to collect and remit sales taxes on behalf of participants 
in their marketplaces. Certain states also require sales tax to be collected and remitted with respect to the provision of software as a 
46

service (SaaS), downloadable software, information services, data processing services, digital services, digital goods, and, under 
certain circumstances, lead generating services. To the extent regulators take the position that such laws require us to collect and remit 
sales taxes related to the sales of cars to consumers by TrueCar Certified Dealers or characterize any of our existing or future product 
offerings as taxable SaaS, downloadable software, information services, data processing services, digital services, digital goods, lead 
generation services or as any other taxable product or service, our business could be adversely affected.
States may enact legislation that effectively diminishes our tax assets. For example, in the second quarter of 2024, California 
enacted legislation effective for tax years 2024 through 2026, suspending the ability of certain companies to deduct net operating 
losses and imposing an annual cap on the use of tax credits. For the impacted tax years, California taxes on income which could 
otherwise be offset by our California net operating losses that have a 20-year carryforward period, will instead be offset by our 
California research and development credits which could otherwise be carried forward indefinitely. 
We continue to monitor and evaluate the impact of potential and enacted changes in applicable federal and state tax law.
47

Risks Related to Ownership of Our Common Stock
We may fail to meet our publicly announced guidance or other expectations about our business and future operating 
results, which could cause our stock price to decline.
We typically provide guidance about our business and future operating results as part of our press releases, investor 
conference calls or otherwise. In developing any such guidance, our management must make certain assumptions and judgments about 
our future performance. For example, in the second quarter of 2015, the fourth quarter of 2018, and the second quarter of 2024, our 
business results varied significantly from guidance for the quarter and the price of our common stock declined. Our future business 
results may vary significantly from our guidance due to a number of factors, many of which are outside of our control, and which 
could materially and adversely affect our operations, financial condition and operating results. For example, in connection with the 
Restructuring Plan undertaken in June 2023, we modified our previously issued guidance under which we had expected to have an 
aggregate cash balance in excess of $125 million when we achieved breakeven or positive EBITDA by the fourth quarter of 2023, 
stating that instead we expected that our aggregate cash balance could drop below $125 million, in part as a result of expenses 
associated with the Restructuring Plan. At times we may also provide nonfinancial guidance related to other aspects of our business 
such as the anticipated timing of certain product development milestones. If our publicly-announced guidance of future operating 
results fails to meet the expectations of securities analysts, investors or other interested parties, or if our actual results fail to meet our 
publicly-announced guidance or the expectations of such parties, the price of our common stock could decline. Given the volatility of 
our business resulting from the coronavirus pandemic, the recent automobile inventory shortages and following the termination of our 
partnership with USAA, we refrained from providing guidance about our future operating results in certain recent quarters and may 
choose to refrain from doing so again in the future. This practice may also have caused, and may in the future cause, additional 
volatility in the trading price of our common stock.
The price of our common stock has been and may continue to be volatile, and the value of your investment could decline.
The trading price of our common stock has been volatile since our initial public offering and is likely to continue to fluctuate 
substantially. These fluctuations could cause you to lose all or part of your investment in our common stock since you might be unable 
to sell your shares at or above the price you paid. For the year ended December 31, 2024, the trading price of our common stock 
fluctuated from a low of $2.56 per share to a high of $4.62 per share. The trading price of our common stock depends on a number of 
factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our 
operating performance. Additional factors that could cause fluctuations in the trading price of our common stock include the 
following:
•
price and volume fluctuations in the overall stock market from time to time; 
•
volatility in the market prices and trading volumes of technology stocks; 
•
changes in operating performance and stock market valuations of other technology companies generally, or those in the 
automotive industry in particular; 
•
sales of shares of our common stock by us or our stockholders;
•
the failure of securities analysts to maintain coverage of us, changes in financial estimates or recommendations by any 
securities analysts who follow our company; 
•
our failure to meet our publicly-announced guidance of future operating results or otherwise to meet the expectations of 
securities analysts or investors in this regard;
•
announcements by us or our competitors of new products or innovations to existing products; 
•
the public’s reaction to our press releases, other public announcements and filings with the SEC, including the guidance 
regarding our future operating results or the absence of such guidance;
•
rumors and market speculation involving us or other companies in our industry; 
•
actual or anticipated changes in our operating results or fluctuations in our operating results; 
•
actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; 
48

•
our ability to control costs, including our operating expenses;
•
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our 
competitors; 
•
developments or disputes concerning our intellectual property or other proprietary rights; 
•
announced or completed acquisitions, divestitures, investments or other similar transactions involving us or our 
competitors;
•
new laws or regulations or new interpretations of existing laws or regulations applicable to our business; 
•
changes in accounting standards, policies, guidelines, interpretations or principles; 
•
any significant change in our management; 
•
conditions in the automobile industry and broader macroeconomic trends; and 
•
general macroeconomic conditions and the growth rate of our markets.
In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme 
price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. 
Broad market and industry factors, including those relating to events such as the coronavirus pandemic, may seriously affect the 
market price of our common stock, regardless of our actual operating performance. Additionally, as a public company, we face the risk 
of shareholder lawsuits, particularly if we experience declines in the price of our common stock. In the past, following periods of 
volatility in the overall market and the market prices of our securities, securities class action lawsuits have often been instituted against 
us, and we may in the future be subject to these legal actions.
Concentration of ownership among our existing executive officers and directors, their affiliates and holders of 5% or 
more of our outstanding common stock may prevent new investors from influencing significant corporate decisions.
As of December 31, 2024, our executive officers, directors and holders of 5% or more of our outstanding common stock 
(based upon the most recent filings on Schedule 13G with the SEC with respect to each such holder) beneficially owned, in the 
aggregate, approximately 54% of our outstanding shares of common stock (assuming exercise of all beneficially owned shares). Some 
of these persons or entities may have interests that are different from yours. For example, these stockholders may support proposals 
and actions with which you may disagree or which are not in your interests. These stockholders are able to exercise a significant level 
of control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of 
incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change 
of control of our company or changes in management and will make the approval of certain transactions difficult or impossible 
without the support of these stockholders, which in turn could reduce the price of our common stock.
Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, 
could depress the market price of our common stock.
The market price of our common stock could decline as a result of the sale of substantial amounts of our common stock, 
particularly sales directly by us or by our directors, executive officers and significant stockholders, a large number of shares of our 
common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their 
shares. 
At December 31, 2024, 87,190,136 shares of our common stock were outstanding. In addition, as of December 31, 2024, 
there were 1.3 million shares underlying options, 5.5 million shares underlying restricted stock units, and 3.3 million shares underlying 
performance stock units, and we have additional shares reserved for issuance under our equity incentive plans. Pursuant to our 
certificate of incorporation, we have a total of 1,000,000,000 shares of our common stock authorized for issuance. If these additional 
shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our stock could decline. Under 
Rule 144 under the Securities Act, shares held by non-affiliates for more than six months may generally be sold without restriction, 
other than a current public information requirement, and may be sold freely without any restrictions after one year. Shares held by 
affiliates may also be sold under Rule 144, subject to applicable restrictions, including volume and manner of sale limitations.
49

In January 2017, we filed a shelf registration statement on Form S-3, which we refer to as the 2017 Registration Statement. 
Under the 2017 Registration Statement, we sold 1.15 million shares of common stock and certain selling stockholders sold 9.2 million 
shares of common stock.
Although the 2017 Registration Statement has expired and we have deregistered the unsold shares thereunder, we may file a 
subsequent registration statement with the SEC, after which we or selling stockholders may periodically offer additional securities in 
amounts, at prices and on terms to be announced when and if the securities are offered. If we do so, we will prepare and file with the 
SEC a prospectus supplement containing specific information about the terms of the offering.
Future sales of shares by existing stockholders could cause our stock price to decline.
If our existing stockholders, including employees and service providers who obtain equity, sell substantial amounts of our 
common stock in the public market, the trading price of our common stock could decline. All of our outstanding shares are eligible for 
sale in the public market, other than approximately 3.1 million shares (including vested options) as of December 31, 2024 held by 
directors, executive officers and other affiliates that are subject to volume limitations under Rule 144 of the Securities Act. Our 
employees, other service providers and directors are subject to our trading blackout periods. In addition, we have reserved shares for 
issuance under our equity incentive plans. The issuance and subsequent sale of these shares will be dilutive to our existing 
stockholders and the trading price of our common stock could decline.
Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, 
could impair a takeover attempt.
Our certificate of incorporation and bylaws and Delaware law contain provisions that could have the effect of rendering more 
difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents 
include provisions: 
•
creating a classified board of directors whose members serve staggered three-year terms;
•
authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval 
and may contain voting, liquidation, dividend and other rights superior to our common stock; 
•
limiting the liability of, and providing indemnification to, our directors and officers; 
•
limiting the ability of our stockholders to call and bring business before special meetings; 
•
requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for 
nominations of candidates for election to our board of directors; 
•
controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; and 
•
providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel 
previously scheduled special meetings.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our 
management.
As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware 
General Corporation Law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging 
in certain business combinations without approval of the holders of substantially all of our outstanding common stock.
Any provision of our certificate of incorporation or bylaws or of Delaware law that has the effect of delaying or deterring a 
change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and 
could also affect the price that some investors are willing to pay for our common stock.
50

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum 
for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable 
judicial forum for disputes with us or our directors, officers, employees or agents.
Our certificate of incorporation provides that, unless we otherwise agree, the Court of Chancery of the State of Delaware will 
be the exclusive forum for:
•
any derivative action or proceeding brought on our behalf;
•
any action asserting a breach of fiduciary duty; 
•
any action asserting a claim against us under the Delaware General Corporation Law, our certificate of incorporation or 
our bylaws; 
•
any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws; and
•
any action asserting a claim against us that is governed by the internal-affairs doctrine. 
This exclusive-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for 
disputes with us or our directors, officers, employees or other agents, which may discourage lawsuits against us and our directors, 
officers, employees and other agents. If a court were to find this exclusive-forum provision to be inapplicable or unenforceable in an 
action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our business.
We do not expect to declare any dividends in the foreseeable future.
We have never declared or paid cash dividends on our common stock. We currently intend to retain any future earnings to 
finance the operation and expansion of our business, and we do not anticipate declaring any cash dividends to holders of our common 
stock in the foreseeable future. Consequently, investors may need to rely on sales of their common stock after price appreciation, 
which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not 
purchase our common stock.
We cannot guarantee that our share repurchase program will be fully used or that it will enhance long-term stockholder 
value. Share repurchases could also increase the volatility of the trading price of our stock and will diminish our cash reserves.
Although our board of directors has authorized a share repurchase program, the program does not require us to spend any 
specific dollar amount on repurchases or to repurchase any specific number of shares of our common stock. We cannot guarantee 
when or if the repurchases authorized under the program will be made or that the program will enhance long-term stockholder value. 
For example, although we did repurchase shares in the twelve months ended December 31, 2024, we made no repurchases of shares 
under our share repurchase program in the twelve months ended December 31, 2023. Further, in August 2022, Congress enacted a 1% 
excise tax on certain corporate stock repurchases as part of the Inflation Reduction Act of 2022, which went into effect on January 1, 
2023 and increased the costs of repurchasing shares of our common stock. The program could affect the trading price of our stock and 
increase volatility, and any announcement of a termination of the program may result in a decrease in the trading price of our stock. In 
addition, to the extent that repurchases are made, implementation of this program will diminish our cash reserves.
51

General Risk Factors
We have incurred and will continue to incur substantial costs as a result of operating as a public company, and our 
management has been and will be required to continue to devote substantial time to compliance with our public company 
responsibilities and corporate governance practices.
As a public company, we have incurred, and will continue to incur, significant legal, accounting and other expenses. In 
addition, the Sarbanes-Oxley Act, the Dodd-Frank Act and other laws and rules implemented by the SEC and Nasdaq impose various 
requirements on public companies, including in relation to corporate governance practices. Our management and other personnel 
devote a substantial amount of time to these compliance initiatives. Moreover, changing rules and regulations may increase our legal, 
accounting and financial compliance costs and make some activities more time-consuming and costly. If, despite our efforts to comply 
with new or changing laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against 
us, and our business may be harmed. Further, failure to comply with these laws, regulations and standards may make it more difficult 
and more expensive for us to obtain directors’ and officers’ liability insurance, and we may be required to accept reduced policy limits 
and coverage or to incur substantial costs to maintain the same or similar coverage, which could make it more difficult for us to attract 
and retain qualified persons to serve on our board of directors or board committees or as executive officers.
Our compliance with applicable provisions of Section 404 of the Sarbanes-Oxley Act relating to management assessment of 
internal controls requires that we incur substantial accounting expense and expend significant management time on compliance-related 
issues as we implement additional corporate governance practices and comply with reporting requirements. If we or our independent 
registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material 
weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other 
regulatory authorities, which would require additional financial and management resources.
Furthermore, investor perceptions of our company may suffer if, in the future, material weaknesses are found, and this could 
cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over 
financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to 
implement and maintain internal controls effectively or efficiently, it could harm our operations, financial reporting or financial results 
and could result in an adverse opinion on internal control from our independent registered public accounting firm.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our 
market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that industry or securities analysts may 
publish about us, our business, our market or our competitors. The analysts who cover us have from time to time in the past changed 
their recommendation regarding our stock adversely, and provided more favorable relative recommendations about our competitors, 
which has in the past caused our stock price to decline. Any of these analysts could do so again, which could cause our stock price to 
decline again. Additionally, from time to time, analysts who cover us have ceased coverage of our company, and if any further 
analysts who cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the 
financial markets, which in turn could cause our stock price or trading volume to decline.
Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control 
could damage our facilities or the facilities of third parties on which we depend, and could impact consumer spending.
Our corporate headquarters, many of our employees and many of our essential business operations are located in the Los 
Angeles area, near both the sites of the 2025 Pacific Palisades wildfire and major geologic faults that have experienced earthquakes in 
the past. A fire, earthquake or other natural disaster or power shortage or outage could disrupt operations or impair critical systems. 
Any of these disruptions or other events outside of our control could affect our business negatively, harming our operating results. In 
addition, if any of our facilities or the facilities of our third-party service providers, dealers or partners is affected by natural disasters, 
such as earthquakes, tsunamis, wildfires, power shortages, floods, public health crises (such as pandemics and epidemics), political 
crises (such as terrorism, war, political instability or other conflict) or other events outside our control, including a cyberattack, our 
critical business or IT systems could be destroyed or disrupted and our ability to conduct normal business operations and our revenues 
and operating results could be adversely affected. Moreover, these types of events could negatively impact consumer spending in the 
impacted regions or, depending upon the severity, globally, which could adversely impact our operating results.
52

For example, as discussed in the risk factor entitled “General economic and other conditions that impact consumer demand 
for automobiles, including interest rates, inflation, tariffs and fuel prices, may have a material adverse effect on our business, 
financial condition and results of operations,” responses to the coronavirus pandemic negatively affected our business, growth, 
financial condition, results of operations and cash flows in a number of ways, and we cannot predict whether future outbreaks of the 
coronavirus, including its variants and subvariants, or of other infectious diseases will result in renewed governmental restrictions on 
consumer and dealer behavior, any of which could have negative financial and operational impacts on our business.
We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or 
unforeseen circumstances. If capital is not available to us, our operating results, business and financial condition may be harmed.
Since our founding, we have raised substantial equity and debt financing to support the growth of our business. Because we 
intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our business 
objectives and respond to business opportunities, challenges or unforeseen circumstances, including to develop new products or 
services or further improve existing products and services, enhance our operating infrastructure and acquire complementary businesses 
and technologies. Accordingly, we may need to engage in further equity or debt financings to secure additional funds. However, 
additional funds may not be available when we need them, on terms that are acceptable to us or at all. Volatility in the credit markets, 
including increased volatility due to the economic disruption caused by the coronavirus pandemic, may also have an adverse effect on 
our ability to obtain debt financing.
If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could 
suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of 
holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require 
it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen 
circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be adversely 
affected.
53

Item 1B.
Unresolved Staff Comments
 
None.
 
Item 1C.
Cybersecurity
Cybersecurity Risk Management and Strategy
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as 
such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property 
theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.
Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. 
Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a 
combination of third-party assessments, internal audit, IT security, governance, risk and compliance reviews. To defend, detect and 
respond to cybersecurity incidents, we, among other things: proactively review systems and applications, audit against applicable data 
security policies, perform penetration testing to test security controls, encourage proactive vulnerability reporting, conduct employee 
training, monitor emerging laws and regulations related to data protection and information security and implement appropriate 
changes.
We have implemented incident response and breach management processes which have four overarching and interconnected 
stages:
•
detection of a security incident,
•
identification and containment,
•
response, eradication and recovery, and
•
post-incident analysis.
Incident responses are overseen by leaders from our Software and Infrastructure Engineering, Compliance and Legal teams.
Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation. Incidents 
are evaluated to determine materiality as well as operational and business impact and reviewed for privacy impact.
We also conduct tabletop exercises to simulate responses to cybersecurity incidents. Our team of cybersecurity professionals 
then collaborate with other stakeholders across our organization to further analyze the risk to the company and form detection, 
mitigation and remediation strategies.
As part of the above processes, we regularly engage external auditors and consultants to assess our internal cybersecurity 
programs and compliance with applicable practices and standards.
Our risk management program also assesses third-party risks, and we have a third-party risk management program designed 
to identify and mitigate risks from vendors, suppliers, and other business partners. Cybersecurity risks are evaluated when selecting 
third-party service providers. In addition to new vendor onboarding, we perform risk management during third-party cybersecurity 
compromise incidents to identify and mitigate risks to us from third-party incidents.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity 
incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of 
operations, or financial condition, under the heading “Security breaches and improper access to or disclosure of our data or user data, 
or other hacking and phishing attacks on our systems, could harm our reputation and adversely affect our business” included within 
Item 1A of this Annual Report on Form 10-K. In the last three fiscal years, the Company has not experienced any material 
cybersecurity incidents, and expenses incurred from cybersecurity incidents were immaterial.
Cybersecurity Governance
Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. As 
part of our Board’s overall responsibility for oversight of management’s general risk identification and management activities, our 
Audit Committee is responsible for the oversight of risks from cybersecurity threats. Members of the Audit Committee review and 
discuss with management and our auditors the Company’s cybersecurity risks and the steps that management has taken to protect 
against threats to the Company’s information systems and security and review risk and mitigation steps taken by management related 
to data privacy.  Members of the Audit Committee also receive cybersecurity updates on a quarterly basis from senior management. 
This update includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, 
cybersecurity and data privacy incidents (if any) and status on key information security initiatives. Our Board members also engage in 
ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk 
management and strategy programs.
54

Our cybersecurity risk management and strategy processes are overseen by leaders from our Software and Infrastructure 
Engineering, Compliance and Legal teams, including our Director of Cybersecurity and Compliance. These individuals have prior 
work experience in various roles involving information technology, including security, auditing, compliance, systems and 
programming. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of 
cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes 
described above, including the operation of our incident response plan, and report to the Audit Committee on any appropriate items.
Item 2. Properties
 
We lease our principal office in Santa Monica, California. We believe that our facilities are adequate to meet our needs for 
the immediate future, and that should it be needed, we will be able to secure additional space to accommodate any such expansion of 
our operations.
 
Item 3. Legal Proceedings
 
Please refer to the disclosure under the heading “Legal Proceedings” in Note 9 “Commitments and Contingencies” to our 
annual consolidated financial statements included in Part II, Item 8 of this report for a description of our material pending legal 
proceedings, which disclosure is incorporated by reference into this Item 3 of Part I.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
55

PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Market Information for Common Stock
 
Our common stock has been listed on the Nasdaq Global Select Market under the symbol “TRUE” since May 16, 2014. 
Before that date, there was no public trading market for our common stock. 
 
Holders of Record
 
As of February 12, 2025, there were 108 holders of record of our common stock. The actual number of stockholders is greater 
than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by 
brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by 
other entities.
 
Dividend Policy
 
We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings 
and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare 
dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital 
requirements, general business conditions, any restrictions on paying dividends, and other factors that our board of directors may deem 
relevant.
 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 
Share repurchase activity during the three months ended December 31, 2024 was as follows:
Period
Total Number of 
Shares Purchased
Average Price Paid Per 
Share(2)
Total Number 
of Shares 
Purchased as 
Part of Publicly 
Announced 
Plans or 
Programs(1)
Approximate 
Dollar Value of 
Shares that 
May Yet Be 
Purchased 
Under the Plans 
or Programs
October 1, 2024 — October 31, 2024
1,583,315
$3.59
1,583,315
$80,660,467
November 1, 2024 — November 30, 2024
167,777
$3.94
167,777
$80,000,003
December 1, 2024 — December 31, 2024
—
$—
—
$80,000,003
Total
1,751,092
$3.62
1,751,092
$80,000,003
(1) On August 6, 2020, the Company issued a press release announcing that its Board of Directors (the “Board”) had authorized a 
share repurchase program of up to $75 million to allow for the repurchase of the Company’s common stock, with such 
authorization effective until September 30, 2022. In May 2021, the Board increased the authorization of the share repurchase 
program by an additional $75 million, bringing the total authorization to $150 million. In July 2022, the Board extended the 
expiration of the repurchase program to September 30, 2024 without increasing the total dollar amount authorized for repurchases. 
In February 2024, the Board increased the authorization of the Program by an additional $54.2 million, bringing the remaining 
authorization to $100 million, and extended the expiration of the Program until December 31, 2026. The Company’s share 
repurchase program does not obligate the Company to repurchase any dollar amount of its shares.
(2) Average price paid per share for open market transactions excludes commission.
 
Sales of Unregistered Securities 
 
None.
56

Stock Performance Graph 
 
The following shall not be deemed “soliciting material” or to be “filed” for purposes of Section 18 of the Exchange Act, or 
incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the 
extent we specifically incorporate it by reference into such filing. The following graph shows a comparison from December 31, 2019 
through December 31, 2024 of the cumulative total return for our common stock, the Nasdaq Composite Index (Nasdaq Composite) 
and the RDG Internet Composite Index. The graph assumes that $100 was invested at the market close on December 31, 2019 in our 
common stock, the Nasdaq Composite and the RDG Internet Composite, and the data for the Nasdaq Composite and the RDG Internet 
Composite assumes reinvestment of all dividends. As discussed above, we have never declared or paid a cash dividend on our 
common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future. The stock price performance of the 
following graph is not necessarily indicative of future stock price performance.
57

Item 6. Reserved
58

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with 
the consolidated financial statements and related notes thereto included in Item 15 “Exhibits and Financial Statement Schedules” in 
this Annual Report on Form 10-K. In addition to historical financial information, the following discussion and analysis contains 
forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may 
differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, 
those discussed in the section titled “Risk Factors” included elsewhere in this Annual Report on Form 10-K. See “Special Note 
Regarding Forward-Looking Statements.”
 
Overview
 
TrueCar is a leading automotive digital marketplace that enables car buyers to connect to our network of Certified Dealers. 
We are building the industry’s most personalized and efficient car buying experience as we seek to bring more of the purchasing 
process online.
We have established a diverse software ecosystem on a common technology infrastructure, powered by proprietary data and 
analytics. Our company-branded platform is available on our TrueCar website and mobile applications. In addition, we customize and 
operate our platform on a co-branded basis for our many affinity group marketing partners, including financial institutions such as 
Navy Federal and PenFed; membership-based organizations such as Consumer Reports, Sam’s Club, and AAA; and employee buying 
programs for large enterprises such as IBM and Walmart. We enable users to obtain market-based pricing data on new and used cars, 
and to connect with our network of TrueCar Certified Dealers. We also allow automobile manufacturers, known in the industry as 
OEMs, to connect with TrueCar users during the purchase process and efficiently deliver targeted incentives to consumers.
We benefit consumers by providing information related to what others have paid for a make, model and trim of cars in their 
area and price offers on actual vehicle inventory, which we refer to as VIN-based offers, from our network of TrueCar Certified 
Dealers. VIN-based offers provide consumers with price offers for specific vehicles from specific dealers. We benefit our network of 
TrueCar Certified Dealers by enabling them to attract these informed, in-market consumers in a cost-effective, accountable manner, 
which we believe helps them to sell more cars profitably. We benefit OEMs by allowing them to more effectively target their incentive 
spending at deep-in-market consumers during their purchase process.
Our network of TrueCar Certified Dealers consists primarily of new car franchises, representing all major makes of cars, as 
well as independent dealers selling used vehicles. TrueCar Certified Dealers operate in all 50 states and the District of Columbia.
Our subsidiary, TCDS, provides our Trade and Payments solutions. TCDS also supports our Sell Your Car product. Our Sell Your Car 
and Trade solutions give consumers information on the value of the vehicle they wish to sell or trade-in. Consumers using our Sell 
Your Car or TrueCar+ Trade products are provided with a conditional offer, which we refer to as a True Cash Offer, for their vehicle, 
all through our online platform. True Cash Offers are determined by TCWS, and, where applicable, are backed by a guarantee from 
TCWS to the dealer that the vehicle will be repurchased at the indicated price if the dealer does not wish to keep it. Our Payments 
solution helps consumers calculate accurate monthly payments to streamline the consumer’s experience from shopping to showroom.
During the year ended December 31, 2024, we generated revenues of $175.6 million and recorded a net loss of $31.0 million.
59

Market Environment
The macroeconomic environment has caused and will likely continue to cause significant economic disruptions to the 
Company’s business. Economic uncertainty, resulting in part from the coronavirus pandemic, limited new vehicle inventories, rising 
vehicle costs and the automotive chip shortage, has affected our business, operations and financial results as reflected in the decline in 
revenues in previous years. While our revenues increased during the twelve months ended December 31, 2024, numerous uncertainties 
remain, and we may not sustain such increases or may experience negative effects on our results of operations, financial condition and 
cash flows in the future. In late June 2024, CDK Global (“CDK”) experienced a cybersecurity incident and suspended several key 
systems, which negatively impacted the operations and profitability of many of our dealer customers. Before that, OEMs had been 
forced to cut production because of supply-chain disruption and the global automotive semiconductor chip shortage. The ensuing 
automobile inventory shortage resulted in significant unmet demand, with automotive dealers seeing some incoming new car 
shipments presold. At the same time, wider economic inflation led to the Federal Reserve raising interest rates. The expectation that 
interest rates will remain relatively high for the foreseeable future will likely continue to impact the U.S. economy. While the Federal 
Reserve cut interest rates in late 2024 for the first time since 2020 and the potential for additional cuts in the  future remains, the 
timing and magnitude of these cuts as well as how much this will impact the broader economy and consumer sentiment is uncertain. 
Domestically, consumers remain concerned about inflation. Despite strong employment, higher prices and concerns about the 
economy are negatively weighing on consumer sentiment and spending. Dealers may reduce inventory in response to prolonged high 
interest rates due to higher financing costs. Lower inventory, along with pressure on consumer demand, may impact the decision of 
our current network of Certified Dealers and OEMs to cancel or pause our services and product offerings and could discourage new 
dealers and OEMs from joining our network. Refer to Part I, Item 1A, Risk Factors, for additional disclosures of risks related to the 
macroeconomic climate, the lingering effects of the coronavirus pandemic, the global automotive semiconductor chip shortage, 
inflation, and interest rates.
  
Key Metrics
 
We regularly review a number of key metrics to evaluate our business, measure our performance, identify trends affecting our 
business, formulate financial projections and make operating and strategic decisions.
 
Year Ended
 
December 31,
 
2024
2023
2022
Average Monthly Unique Visitors
 
6,992,640  
8,014,703  
7,371,898 
Units (1)
 
355,900  
318,578  
340,940 
Monetization
$ 
491 $ 
497 $ 
472 
Franchise Dealer Count
 
8,351  
8,232  
7,924 
Independent Dealer Count
 
3,054  
3,268  
4,148 
(1) We issued full credits of the amount originally invoiced with respect to 3,626, 4,476, and 7,736 units during the years ended 
December 31, 2024, 2023, and 2022, respectively. The number of units has not been adjusted downwards related to units credited 
as discussed in the description of the unit metric below.
 
Average Monthly Unique Visitors
 
We define a monthly unique visitor as an individual who has visited our website, our landing page on our affinity group 
marketing partner sites, or our mobile applications within a calendar month. We identify unique visitors through cookies for browser-
based visits on either a desktop computer or mobile device and through device IDs for mobile application visits. In addition, if a 
TrueCar.com user logs in, we supplement their identification with their log-in credentials to attempt to avoid double counting on 
TrueCar.com across devices, browsers and mobile applications. If an individual accesses our service using different devices or 
different browsers on the same device within a given month, the first access through each such device or browser is counted as a 
separate monthly unique visitor, except where adjusted based upon TrueCar.com log-in information. We calculate average monthly 
unique visitors as the sum of the monthly unique visitors in a given period, divided by the number of months in the period. We view 
our average monthly unique visitors as a key indicator of the growth in our business and audience reach, the strength of our brand, and 
the visibility of car-buying services to the member base of our affinity group marketing partners.
The number of average monthly unique visitors decreased 12.8% to approximately 7.0 million for the year ended 
December 31, 2024 from approximately 8.0 million for the year ended December 31, 2023. The decrease is primarily due to focusing 
on affinity partners with efficient sales channels and by using a more targeted approach to customer-acquisition spend.
 
60

Units
 
We define units as the number of automobiles purchased from TrueCar Certified Dealers that are matched to users of 
TrueCar.com, our TrueCar-branded mobile applications or the car-buying sites and mobile applications we maintain for our affinity 
group marketing partners. A unit is counted after we have matched the sale to a TrueCar user with a TrueCar Certified Dealer. We 
view units as a key indicator of the health of our business, the effectiveness of our product and the size and geographic coverage of our 
network of TrueCar Certified Dealers.
On occasion, we issue credits to our TrueCar Certified Dealers with respect to units sold. However, we do not adjust our unit 
metric for these credits as we believe that in most cases a vehicle has in fact been purchased through our platform given the high 
degree of accuracy of our sales matching process. Credits are most frequently issued to a dealer that claims that it had a pre-existing 
relationship with a purchaser of a vehicle, and we determine whether we will issue a credit based on a number of factors, including the 
facts and circumstances related to the dealer claim and the level of claim activity at the dealership. In most cases, we issue credits in 
order to maintain strong business relations with the dealer and not because we have made an erroneous sales match or billing error. 
The decrease in the number of full credits issued during the period is primarily due to a shift toward subscription-based billing, which 
resulted in a decrease in dealers billed on a pay-per-sale model.
The number of units increased 11.7% to 355,900 for the year ended December 31, 2024 from 318,578 for the year ended 
December 31, 2023. The unit increase is primarily related to affinity partners.
Monetization
 
We define monetization as the average transaction revenue per unit, which we calculate by dividing all of our transaction 
revenue (dealer revenue and OEM incentives revenue) in a given period by the number of units in that period. Our monetization 
decreased by 1.2% to $491 during the year ended December 31, 2024 from $497 during the year ended December 31, 2023, and was 
primarily due to fluctuations in units, dealer revenue and OEM incentives revenue.
Franchise Dealer Count
 
We define franchise dealer count as the number of franchise dealers in the network of TrueCar Certified Dealers at the end of 
a given period. This number is calculated by counting the number of brands of new cars sold at each individual location, or rooftop, 
regardless of the size of the dealership that owns the rooftop. The network is comprised of dealers with a range of unit sales volume 
per dealer, with dealers representing certain brands consistently achieving higher than average unit sales volume. We view our ability 
to increase our franchise dealer count, particularly dealers representing high volume brands, as an indicator of our market penetration 
and the likelihood of converting users of our platform into unit sales. Our TrueCar Certified Dealer network includes independent non-
franchised dealers that primarily sell used cars and are not included in franchise dealer count.
Our franchise dealer count increased to 8,351 at December 31, 2024 from 8,232 at December 31, 2023. The increase in 
franchise dealer count year over year is primarily due to the increase in new vehicle inventory, resulting in franchise dealers increasing 
their spending on marketing.
Independent Dealer Count
We define independent dealer count as the number of dealers in the network of TrueCar Certified Dealers at the end of a 
given period that exclusively sell used vehicles. This number is calculated by counting each location, or rooftop, individually, 
regardless of the size of the dealership that owns the rooftop. Our independent dealer count decreased to 3,054 at December 31, 2024 
from 3,268 at December 31, 2023. The decrease in independent dealer count is primarily due to ongoing industry consolidations, with 
some of our independent dealers being acquired, along with prioritizing franchise activations during the latter half of 2024.
61

Non-GAAP Financial Measures
 
Adjusted EBITDA is a financial measure that is not calculated in accordance with generally accepted accounting principles in 
the United States, or GAAP. We define Adjusted EBITDA as net loss adjusted to exclude interest income, depreciation and 
amortization, stock-based compensation, gain or loss from equity method investment, changes in the fair value of contingent 
consideration liability, lease exit gain or loss, impairment of right-of-use (“ROU”) assets, transaction costs, interest accretion for 
terminated leases, restructuring charges, goodwill impairment, other income, and income taxes. We have provided below a 
reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure. Adjusted EBITDA should not 
be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with 
GAAP. In addition, our Adjusted EBITDA measure may not be comparable to similarly titled measures of other organizations as they 
may not calculate Adjusted EBITDA in the same manner as we calculate this measure.  
We use Adjusted EBITDA as an operating performance measure as it is (i) an integral part of our reporting and planning 
processes; (ii) used by our management and board of directors to assess our operational performance, and together with operational 
objectives, as a measure in evaluating employee compensation and bonuses; and (iii) used by our management to make financial and 
strategic planning decisions regarding future operating investments. We believe that using Adjusted EBITDA facilitates operating 
performance comparisons on a period-to-period basis because it excludes variations primarily caused by changes in the excluded items 
noted above. In addition, we believe that Adjusted EBITDA and similar measures are widely used by investors, securities analysts, 
rating agencies and other parties in evaluating companies as measures of financial performance and debt service capabilities.
Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a 
substitute for analysis of our results as reported under GAAP. Some of these limitations are:
• 
Adjusted EBITDA does not reflect the receipt of interest or the payment of income taxes; 
• 
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; 
• 
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be 
replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such 
replacements or for new capital expenditures or any other contractual commitments;
• 
Adjusted EBITDA does not reflect lease exit gain or loss or impairment charges on our ROU assets associated with 
subleasing;
• 
Adjusted EBITDA does not reflect goodwill impairment charges;
• 
Adjusted EBITDA does not reflect changes in the fair value of our contingent consideration liability;
• 
Adjusted EBITDA does not reflect the legal, accounting, consulting and other third-party fees and costs incurred by us in 
connection with the evaluation and negotiation of potential merger and acquisition transactions;
• 
Adjusted EBITDA does not reflect the charges associated with the Restructuring Plan initiated and completed in the 
second quarter of 2023 to improve efficiency and reduce expenses or a realignment of the Company’s leadership 
structure initiated in the third quarter of 2023;
• 
Adjusted EBITDA does not reflect interest accretion for the terminated office lease at 1401 Ocean Avenue, Santa 
Monica, California;
• 
Adjusted EBITDA does not consider the potentially dilutive impact of shares issued or to be issued in connection with 
stock-based compensation; and
• 
other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, 
limiting its usefulness as a comparative measure.
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, 
including our net loss, our other GAAP results, and various cash flow metrics. In addition, in evaluating Adjusted EBITDA you 
should be aware that in the future we will incur expenses such as those that are the subject of adjustments in deriving Adjusted 
EBITDA, and you should not infer from our presentation of Adjusted EBITDA that our future results will not be affected by these 
expenses or any unusual or non-recurring items.
62

The following table presents a reconciliation of net loss to Adjusted EBITDA for each of the periods presented:
 
Year Ended
December 31,
 
2024
2023
2022
 
(in thousands)
Reconciliation of Net Loss to Adjusted EBITDA:
 
 
 
Net loss
$ 
(31,048) $ 
(49,766) $ (118,685) 
Non-GAAP adjustments:
 
 
 
Interest income
 
(6,147)  
(6,718)  
(2,565) 
Depreciation and amortization
 
18,035  
17,699  
16,520 
Stock-based compensation
 
11,730  
14,299  
17,681 
Gain from equity method investment (1)
 
—  
—  
(1,845) 
Change in fair value of contingent consideration liability
 
372  
931  
359 
(Gain) loss from lease exit (2)
 
—  
(1,477)  
214 
Impairment of right-of-use assets (3)
 
6,880  
2,376  
— 
Transaction costs (4)
 
—  
—  
1,200 
Restructuring charges (5)
 
1,474  
8,947  
— 
Goodwill impairment (6)
 
—  
—  
59,775 
Interest accretion for terminated lease (7)
 
330  
—  
— 
Other income
 
—  
—  
(40) 
Provision for (benefit from) income taxes
 
15  
17  
(2,560) 
Adjusted EBITDA
$ 
1,641 $ 
(13,692) $ 
(29,946) 
 
(1) The excluded amount includes a $1.8 million gain from changes in fair value of a derivative asset recognized from the sale of our 
equity method investment in Accu-Trade during the first quarter of 2022.
(2) The excluded amounts represent lease exit gains and losses associated with certain of our existing office locations. We consider 
these charges to be unrelated to our underlying results of operations and believe that their exclusion is appropriate to facilitate 
period-to-period operating performance comparisons.
(3) The excluded amounts represent impairment charges on our ROU assets associated with certain of our existing office locations. 
We consider these charges to be unrelated to our underlying results of operations and believe that their exclusion is appropriate to 
facilitate period-to-period operating performance comparisons.
(4) The excluded amount represents external legal, accounting, consulting and other third-party fees and costs we incurred in 
connection with the Digital Motors acquisition, and $0.25 million associated with acceleration of unvested options to purchase 
shares of Digital Motors stock held by Digital Motors employees at the time of the acquisition that are accounted for as post-
combination compensation expense. These expenses are included in general and administrative expenses in our consolidated 
statements of comprehensive loss. We consider these fees and costs, which are associated with merger and acquisition 
transactions outside the normal course of our operations, to be unrelated to our underlying results of operations and believe that 
their exclusion provides investors with a more complete understanding of the factors and trends affecting our business operations.
(5) The excluded amounts represent charges associated with the realignment of the Company’s leadership structure beginning in the 
third quarter of 2023 as well as charges associated with the Restructuring Plan undertaken in the second quarter of 2023 to 
improve efficiency and reduce expenses. We consider these charges to be unrelated to our underlying results of operations and 
believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.
(6) The excluded amount represents a non-cash impairment charge we recognized on our goodwill during the third quarter of 2022.
(7) The excluded amount represents the accretion of interest on the lease liability associated with the terminated office lease at 1401 
Ocean Avenue, Santa Monica, California. We consider these charges to be unrelated to our underlying results of operations and 
believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.
63

Presentation of Financial Statements
 
Our consolidated financial statements include the accounts of our wholly owned subsidiaries in accordance with FASB ASC 
810 — Consolidation. Business acquisitions are included in our consolidated financial statements from the date of the acquisition. Our 
purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the 
acquisition dates. All intercompany balances and transactions have been eliminated in consolidation.
 
We report our financial results as one operating segment, with three distinct service offerings: Dealer products and services, 
OEM incentives, and other. Our operating results are regularly reviewed by our chief operating decision maker on a consolidated 
basis, principally to make decisions about how we allocate our resources and measure our consolidated operating performance. Our 
chief operating decision maker regularly reviews revenue for each of our dealer, OEM incentives and other offerings in order to gain 
more depth and understanding of the factors driving our business.
 
Components of Operating Results
 
Revenues
 
Our revenues are comprised primarily of dealer revenue and OEM incentives revenue. We recognize transaction revenue for 
certain of our Auto Buying Program and OEM incentives arrangements at the time introductions and incentives are delivered based 
upon expected subsequent vehicle sales between the Auto Buying Program user and the dealer. 
 
Dealer Revenue. Dealer revenue is comprised of Auto Buying Program revenue as well as revenue from TrueCar Trade and 
Sell Your Car.
Auto Buying Program revenue consists of fees paid by dealers participating in our network of TrueCar Certified Dealers. 
Dealers pay us these fees on a per-vehicle basis for sales to our users, on a per-introduction basis for sales to our users or in the form 
of a subscription arrangement. Subscription arrangements fall into several types: flat-rate subscriptions, subscriptions subject to 
downward adjustment based on a minimum number of vehicle sales, which we refer to as guaranteed-sales subscriptions, and 
subscriptions based on introduction or impression volume, including those subject to downward adjustment based on a minimum 
number of introductions, which we refer to as guaranteed-introductions subscriptions. Additionally, certain dealers pay an incremental 
subscription fee for add-on products within our Auto Buying Program.
Under flat-rate subscription arrangements, fees are charged at a monthly flat rate regardless of the number of introductions 
made to users of our platform by the dealer.
Under guaranteed-sales subscription arrangements, fees are charged based on the number of guaranteed sales multiplied by a 
fixed amount per vehicle. To the extent that the actual number of vehicles sold by the dealers to users of our platform is less than the 
number of guaranteed sales, we provide a credit to the dealer. If the actual number of vehicles sold exceeds the number of guaranteed 
sales, we are not entitled to any additional fees.
Certain of our subscription arrangements are charged based on volume of introductions or impressions provided while other 
introduction-based subscription arrangements operate under a guaranteed-introductions model. Under guaranteed-introductions 
subscription arrangements, fees are charged based on a periodically-updated formula that considers, among other things, the 
introductions anticipated to be provided to the dealer. To the extent that the number of actual introductions is less than the number of 
guaranteed introductions, we provide a credit to the dealer. If the actual number of introductions provided exceeds the number 
guaranteed, we are not entitled to any additional fees.
For guaranteed-sales and guaranteed-introductions subscription arrangements, fees are charged based on the lesser of (i) the 
actual number of sales generated or introductions delivered through our platform during the subscription period multiplied by the 
contracted price per sale/introduction or (ii) the guaranteed number of sales or introductions multiplied by the contracted price per 
sale/introduction.
We offer additional add-on products to eligible dealers as part of the Auto Buying Program to increase traffic and retarget in-
market consumers. These products include TrueCar Sponsored Listings, TrueCar Reach and TrueCar Marketing Solutions. TrueCar 
Sponsored Listings enables a dealer to place qualifying vehicles at more prominent positions within the car search results page, and 
fees are charged based on a monthly subscription rate for the right to sponsor up to a set number of vehicles at any time throughout the 
month. TrueCar Reach is a service offered to retarget in-market consumers on the dealer’s behalf with co-branded emails, and fees are 
charged on a flat monthly rate regardless of the number of emails delivered. TrueCar Marketing Solutions includes a suite of digital 
marketing solutions enabling dealers to better target in-market shoppers, and fees are charged on a monthly subscription rate based on 
the product and marketing channel.
64

TrueCar Trade revenue consists of dealers who pay monthly subscription fees that vary depending on the level of trade 
service selected and fees paid for our Sell Your Car product. Depending on their subscription terms, some dealers pay additional 
transaction fees for each vehicle purchased from a consumer that was introduced via TrueCar Trade. In 2022 we phased out the selling 
of TrueCar Trade subscription packages and transitioned dealers to Sell Your Car, for which we charge fees under a per-introduction 
or guaranteed-introductions model.
OEM Incentives Revenue. OEM incentives revenue consists of fees paid by automobile manufacturers, or OEMs, to promote 
the sale of their vehicles through the offering of additional consumer incentives to members of our affinity group marketing partners. 
These OEMs pay us a per-vehicle fee for promotion of the incentive.
For a description of our revenue accounting policies, see Note 2 "Summary of Significant Accounting Policies" to the 
consolidated financial statements.
Costs and Operating Expenses
Cost of Revenue (exclusive of depreciation and amortization). Cost of revenue includes expenses related to the fulfillment 
of our services, consisting primarily of data costs and licensing fees paid to third-party service providers and expenses related to 
operating our website and mobile applications, including those associated with hosting fees, data processing costs required to deliver 
introductions to our network of TrueCar Certified Dealers, employee costs related to certain dealer operations, wholesale vehicle 
acquisition costs, marketing spend on behalf of TrueCar Marketing Solutions (“TCMS”) customers, and facilities costs. Cost of 
revenue excludes depreciation and amortization of software costs and other hosting and data infrastructure equipment used to operate 
our platforms, which are included in the depreciation and amortization line item on our consolidated statements of comprehensive loss.
 
Sales and Marketing. Sales and marketing expenses consist primarily of digital customer acquisition and digital advertising; 
media production costs; affinity group partner marketing fees, which also include loan subvention costs where we pay certain affinity 
group marketing partners a portion of consumers’ borrowing costs for car loan products offered by these affinity group marketing 
partners; and marketing sponsorship programs. In addition, sales and marketing expenses include employee-related expenses for sales, 
customer support, marketing and public relations employees, including salaries, bonuses, benefits, severance, and stock-based 
compensation expenses; third-party contractor fees; and facilities costs. Marketing and advertising costs promote our services and are 
expensed as incurred, except for media production costs, which are expensed the first time the advertisement is aired.
 
Technology and Development. Technology and development expenses consist primarily of employee-related expenses, 
including salaries, bonuses, benefits, severance, and stock-based compensation expenses; third-party contractor fees; facilities costs; 
software costs; and costs associated with our product development, product management, research and analytics, and internal IT 
functions.
 
General and Administrative. General and administrative expenses consist primarily of employee-related expenses, including 
salaries, bonuses, benefits, severance, and stock-based compensation expenses for executive, finance, accounting, legal, and human 
resources functions. General and administrative expenses also include legal, accounting, and other third-party professional service 
fees, bad debt, gain or loss from lease exit, impairment of right-of-use assets and facilities costs.
 
Depreciation and Amortization. Depreciation consists primarily of depreciation expense recorded on property and 
equipment. Amortization expense consists primarily of amortization recorded on intangible assets, capitalized software costs, and 
leasehold improvements.
 
Interest Income. Interest income consists of interest earned on our cash, cash equivalents and restricted cash.
Other Income. Other income consists of a gain from the sale of a domain name.
Provision for (Benefit from) Income Taxes. We are subject to federal and state income taxes in the United States. We 
provided a full valuation allowance against our net deferred tax assets at December 31, 2024 and 2023, as it is more likely than not 
that some or all of our deferred tax assets will not be realized. As a result of the valuation allowance, our income tax expense (benefit) 
is significantly less than the federal statutory rate of 21%. Our provision for income taxes for the years ended December 31, 2024 and 
2023 reflects state income tax expense. Our benefit from income taxes for the year ended December 31, 2022 primarily reflects the 
release of valuation allowance resulting from net deferred tax liabilities recorded in Digital Motors acquisition accounting providing a 
source of income in assessing realization of consolidated net deferred tax assets.
65

We had federal net operating loss carryforwards of approximately $346.6 million and state net operating loss carryforwards 
of approximately $276.9 million at December 31, 2024. At December 31, 2024, we also had federal and state research and 
development credit carryforwards of approximately $1.1 million and $11.2 million respectively. Utilization of our net operating loss 
and tax credit carryforwards may be subject to annual limitations arising from ownership change limitations provided by Sections 382 
and 383 of the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net 
operating loss and tax credit carryforwards before their utilization.
See Note 12 of our consolidated financial statements included herein for more information about our provision for income 
taxes.
66

Results of Operations
 
The following table sets forth our selected consolidated statements of operations data for each of the periods indicated.
 
Year Ended
 
December 31,
 
2024
2023
2022
 
(in thousands)
Consolidated Statements of Operations Data:
 
 
 
Revenues
$ 
175,598 $ 
158,706 $ 
161,524 
Costs and operating expenses:
Cost of revenue (exclusive of depreciation and amortization presented 
separately below)
 
26,388  
15,856  
16,213 
Sales and marketing
 
95,585  
99,050  
104,534 
Technology and development
 
29,643  
42,247  
46,090 
General and administrative
 
43,127  
40,321  
44,087 
Depreciation and amortization
 
18,035  
17,699  
16,520 
Goodwill impairment
 
—  
—  
59,775 
Total costs and operating expenses
 
212,778  
215,173  
287,219 
Loss from operations
 
(37,180)  
(56,467)  
(125,695) 
Interest income
 
6,147  
6,718  
2,565 
Other income
 
—  
—  
40 
Gain from equity method investment
 
—  
—  
1,845 
Loss before income taxes
 
(31,033)  
(49,749)  
(121,245) 
Provision for (benefit from) income taxes
 
15  
17  
(2,560) 
Net loss
$ 
(31,048) $ 
(49,766) $ 
(118,685) 
Other Non-GAAP Financial Information
Adjusted EBITDA
$ 
1,641 $ 
(13,692) $ 
(29,946) 
67

The following table sets forth our selected consolidated statements of operations data as a percentage of revenues for each of 
the periods indicated.
 
Year Ended
 
December 31,
 
2024
2023
2022
Revenues
 100 %
 100 %
 100 %
Costs and operating expenses:
 
 
 
Cost of revenue (exclusive of depreciation and amortization presented 
separately below)
 15 
 10 
 10 
Sales and marketing
 54 
 62 
 65 
Technology and development
 17 
 27 
 29 
General and administrative
 25 
 25 
 27 
Depreciation and amortization
 10 
 11 
 10 
Goodwill impairment
 — 
 — 
 37 
Loss from operations
 (21) 
 (36) 
 (78) 
Interest income
 4 
 4 
 2 
Other income
 — 
 — 
*
Gain from equity method investment
 — 
 — 
 1 
Loss before income taxes
 (18) 
 (31) 
 (75) 
Provision for (benefit from) income taxes
*
*
 (2) 
Net loss
 (18) %
 (31) %
 (73) %
* 
Less than 0.5% of revenues
Comparison of Years Ended December 31, 2024, 2023 and 2022
 
Revenues
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
 
 
Revenues
 
 
 
 
 
Dealer revenue
$ 
157,930 $ 
143,239 $ 
156,485 
 10.3 %
 (8.5) %
OEM incentives revenue
 
16,896  
14,958  
4,390 
 13.0 %
 240.7 %
Other revenue
 
772  
509  
649 
 51.7 %
 (21.6) %
Total revenues
$ 
175,598 $ 
158,706 $ 
161,524 
 10.6 %
 (1.7) %
 
Year ended December 31, 2024 compared to year ended December 31, 2023. Total revenues increased $16.9 million, or 
10.6%, in 2024 as compared to 2023. The increase was primarily due to a $10.3 million increase in franchise dealer revenue, a $5.7 
million increase from the expansion of TCWS, net the corresponding decrease in Sell Your Car revenue, a $2.3 million increase due to 
the introduction of TCMS products, and an increase in OEM incentive revenue of $1.9 million driven by the activation of new 
programs. These increases were partially offset by a decrease of $2.7 million in independent dealer revenue. Dealer revenue, OEM 
incentives revenue, and other revenue comprised 90.0%, 9.6%, and 0.4%, respectively, of revenues for 2024 as compared to 90.3%, 
9.4%, and 0.3%, respectively, for 2023.
 
Year ended December 31, 2023 compared to year ended December 31, 2022. The decrease in our revenues of $2.8 
million, or 1.7%, in 2023 as compared to 2022 was mainly due to a decline in dealer revenue resulting from pressure brought on by 
continuing elevated vehicle prices despite recent modest declines in the same as well as higher interest rates. The decrease of $13.2 
million in dealer revenue was partially offset by the increase of $10.6 million in OEM incentives revenue driven by the activation of 
new incentive programs during the year. Dealer revenue, OEM incentives revenue, and other revenue comprised 90.3%, 9.4%, and 
0.3%, respectively, of revenues for 2023 as compared to 96.9%, 2.7%, and 0.4%, respectively, for 2022.
68

Costs and Operating Expenses
 
Cost of Revenue (exclusive of depreciation and amortization) 
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
 
 
Cost of revenue (exclusive of depreciation and 
amortization)
$ 
26,388 
$ 
15,856 
$ 
16,213 
 66.4 %
 (2.2) %
Cost of revenue (exclusive of depreciation and 
amortization) as a percentage of revenues
 15.0 %
 10.0 %
 10.0 %  
 
 
Year ended December 31, 2024 compared to year ended December 31, 2023. The increase in cost of revenue of $10.5 
million, or 66.4%, for 2024 as compared to 2023 was primarily due to an $8.2 million increase in the cost of acquiring wholesale 
vehicles as we expand TCWS, a $1.3 million increase in marketing costs associated with the introduction of TCMS products, a $0.9 
million increase in recurring employee-related expenses, and a $0.4 million increase for outsourced consulting and professional fees. 
We expect cost of revenue to increase along with the growth of TCWS and TCMS products. These increases were partially offset by a 
decrease of $0.5 million for data licensing fees.
Year ended December 31, 2023 compared to year ended December 31, 2022. The decrease in cost of revenue of $0.4 
million, or 2.2%, for 2023 as compared to 2022 was primarily driven by a $1.1 million decrease in fees paid to Accu-Trade related to a 
software and data licensing agreement that was terminated as part of the sale of our equity method investment in Accu-Trade and a 
$0.8 million decrease in data licensing and hosting costs. The decrease was partially offset by a $1.0 million increase in employee-
related expenses, including $0.2 million in charges associated with the June 2023 Restructuring Plan, and an increase in other 
overhead expenses of $0.4 million.
Sales and Marketing Expenses
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
Sales and marketing expenses
$ 
95,585 
$ 
99,050 
$ 
104,534 
 (3.5) %
 (5.2) %
Sales and marketing expenses as a percentage 
of revenues
 54.4 %
 62.4 %
 64.7 %  
 
 
Year ended December 31, 2024 compared to year ended December 31, 2023. Sales and marketing expenses decreased 
$3.5 million, or 3.5%, for 2024 as compared to 2023. The decrease primarily reflects a $4.7 million decrease in recurring employee-
related expenses due to decreased headcount, a $2.2 million decrease associated with the June 2023 Restructuring Plan, a $0.8 million 
decrease in software costs, and a $0.4 million decrease in other marketing costs. These reductions are partially offset by a $4.2 million 
increase in revenue share paid to our affinity marketing partners and a $0.8 million increase in branded media spend. We expect 
branded media spend to continue to fluctuate as changes in the overall market environment impact conversion rates and the efficiency 
of branded media spend. We expect to incur incremental branded media expenses to support further rollout of TrueCar+ and other 
initiatives. Revenue share that we pay to our affinity marketing partners is tied to revenue and units and will fluctuate along with those 
results.
 
Year ended December 31, 2023 compared to year ended December 31, 2022. Sales and marketing expenses decreased 
$5.5 million, or 5.2%, for 2023 as compared to 2022. The decrease primarily reflects a $7.7 million decrease in recurring employee-
related expenses due to decreased headcount, a $0.9 million decrease in branded media spend, and a $0.4 million decrease in facilities 
costs. The decrease was partially offset by $2.2 million in charges associated with the June 2023 Restructuring Plan, $0.4 million in 
charges associated with a realignment of the Company’s leadership structure in the third quarter of 2023, a $0.5 million increase in 
professional service fees, and a $0.4 million increase in revenue share paid to our affinity marketing partners. We expect branded 
media spend to continue to fluctuate as continuing elevated vehicle prices despite recent declines in the same, rising interest rates, and 
lingering constraints on dealer inventory impact conversion rates and the efficiency of branded media spend. We expect to incur 
incremental branded media expenses to support further rollout of TrueCar+ and other initiatives. Revenue share that we pay to our 
affinity marketing partners is tied to revenue and units and will fluctuate along with those results.
69

Technology and Development Expenses
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
 
 
Technology and development expenses
$ 
29,643 
$ 
42,247 
$ 
46,090 
 (29.8) %
 (8.3) %
Technology and development expenses as a 
percentage of revenues
 16.9 %
 26.6 %
 28.5 %
 
 
Capitalized software costs
$ 
7,945 
$ 
11,767 
$ 
12,216 
 (32.5) %
 (3.7) %
 
Year ended December 31, 2024 compared to year ended December 31, 2023. Technology and development expenses 
decreased $12.6 million, or 29.8%, for 2024 as compared to 2023 primarily due to a $7.8 million decrease in recurring employee-
related expenses due to decreased headcount, a $2.8 million decrease in charges associated with the June 2023 Restructuring Plan, a 
$0.9 million decrease in hosting and software costs, a $0.6 million decrease in facilities related charges, and a $0.3 million decrease in 
professional service fees.
Capitalized software costs decreased $3.8 million for 2024 as compared to 2023 primarily due to a decrease in internally 
developed software of $2.9 million, a decrease in third-party software costs of $0.7 million, and an increase in write-offs of 
$0.2 million.
We expect technology and development expenses to continue to be affected by variations in headcount in technology and 
product development.
 
Year ended December 31, 2023 compared to year ended December 31, 2022. Technology and development expenses 
decreased $3.8 million, or 8.3%, for 2023 as compared to 2022 primarily due to a $4.6 million decrease in recurring employee-related 
expenses due to decreased headcount, a $1.6 million decrease in professional service fees, a $0.6 million decrease in facilities cost, 
and a $0.3 million decrease in software costs. The decrease was partially offset by $2.7 million in charges associated with the June 
2023 Restructuring Plan and $0.8 million in charges associated with a realignment of the Company’s leadership structure in third 
quarter of 2023.
Capitalized software costs decreased $0.4 million for 2023 as compared to 2022 primarily due to a decrease in third-party 
software costs of $0.5 million as we reduced our use of consultants, offset by an increase in internally developed software of $0.1 
million.
We expect technology and development expenses to continue to be affected by variations in headcount in technology and 
product development.
General and Administrative Expenses
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
 
 
General and administrative expenses
$ 
43,127 
$ 
40,321 
$ 
44,087 
 7.0 %
 (8.5) %
General and administrative expenses as a 
percentage of revenues
 24.6 %
 25.4 %
 27.3 %  
 
 
Year ended December 31, 2024 compared to year ended December 31, 2023. General and administrative expenses 
increased by $2.8 million, or 7.0%, for 2024 as compared to 2023. The increase primarily reflects a $6.3 million net impairment 
charge on right-of-use assets associated with our office leases and a $1.1 million increase in general outsourced consulting and 
professional service fees. This increase is partially offset by a $2.2 million decrease in charges associated with the Restructuring Plan 
and realignment of the Company’s leadership structure, a $0.8 million decrease in recurring employee-related expenses due to 
decreased headcount, a $0.6 million decrease in the fair value adjustment of the contingent consideration liability related to the Digital 
Motors acquisition, a $0.3 million decrease in sales and other taxes and a $0.3 million decrease in software costs.
70

Year ended December 31, 2023 compared to year ended December 31, 2022. General and administrative expenses 
decreased $3.8 million, or 8.5%, for 2023 as compared to 2022. The decrease primarily reflects a $4.3 million decrease in recurring 
employee-related expenses, a $2.3 million decrease in professional service fees, including $1.0 million related to the Digital Motors 
transaction in the second quarter of 2022, a $1.5 million gain on early termination of a lease, a $0.5 million decrease in insurance 
premiums, and a $0.3 million decrease in ongoing facilities cost. The decrease was partially offset by $2.4 million of impairment 
charges on our right-of-use asset associated with office leases recognized in 2023, $2.0 million in charges associated with the 
Restructuring Plan undertaken in June 2023, $0.5 million in charges associated with a realignment of the Company’s leadership 
structure in the third quarter of 2023, and a $0.6 million increase in fair value of the Digital Motors contingent consideration liability.
Depreciation and Amortization Expenses 
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
 
 
Depreciation and amortization expenses
$ 
18,035 $ 
17,699 $ 
16,520 
 1.9 %
 7.1 %
 
Year ended December 31, 2024 compared to year ended December 31, 2023. Depreciation and amortization expenses 
increased $0.3 million, or 1.9%, for 2024 as compared to 2023. We expect our depreciation and amortization expenses to continue to 
be affected by the amount of capitalized internally developed software costs and the timing of placing projects in service.
 
Year ended December 31, 2023 compared to year ended December 31, 2022. Depreciation and amortization expenses 
increased $1.2 million, or 7.1%, for 2023 as compared to 2022. 
Goodwill Impairment
For the year ended December 31, 2022, we recognized a non-cash goodwill impairment charge of $59.8 million, which 
represents the amount that the carrying value of our single reporting unit was in excess of its estimated fair value at September 30, 
2022. For further details, see Note 6 to our consolidated financial statements included herein.
Interest Income
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
 
 
Interest income
$ 
6,147 $ 
6,718 $ 
2,565 
 (8.5) %
 161.9 %
 
Year ended December 31, 2024 compared to year ended December 31, 2023. Interest income decreased $0.6 million, or 
8.5%, for 2024 as compared to 2023 primarily due to lower cash balances in interest-bearing accounts.
Year ended December 31, 2023 compared to year ended December 31, 2022. Interest income increased $4.2 million, or 
161.9%, for 2023 as compared to 2022 primarily due to higher interest rates.
Other Income
For the year ended December 31, 2022, other income consisted of a gain from the sale of a domain name.
(Gain) loss from Equity Method Investment
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
 
 
(Gain) loss from equity method investment
$ 
— $ 
— $ 
(1,845) 
 — %
 (100.0) %
71

For the year ended December 31, 2022 we recognized a gain of $1.8 million from changes in fair value of a derivative asset 
recognized from the sale of our equity method investment in Accu-Trade. No gain or loss was recognized at the time of the sale as the 
fair value of the sales proceeds received, including the initial fair value of the derivative asset, was equal to the then carrying value of 
the investment.
Provision for (Benefit from) Income Taxes
 
Years Ended December 31,
% Change
 
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
 
(dollars in thousands)
 
 
Provision for (benefit from) income taxes
$ 
15 $ 
17 $ 
(2,560) 
 (11.8) %
 100.7 %
 
Years ended December 31, 2024, December 31, 2023 and December 31, 2022. For the years ended December 31, 2024 
and December 31, 2023, our provision for income taxes of less than $0.1 million reflects state income tax expense. For the year ended 
December 31, 2022, our benefit from income taxes of $2.6 million primarily reflects the release of valuation allowance resulting from 
net deferred tax liabilities recorded in Digital Motors acquisition accounting providing a source of income in assessing realization of 
consolidated net deferred tax assets.
Liquidity and Capital Resources
 
At December 31, 2024, our principal sources of liquidity were cash, cash equivalents and restricted cash totaling 
$111.8 million.
 
We have incurred cumulative losses of $593.3 million from our operations through December 31, 2024, and expect to incur 
additional losses in the future. We generate cash inflows from operations primarily from selling services to dealers participating in our 
network of TrueCar Certified Dealers, and cash outflows to enable our business operations, develop new services and core 
technologies that further enhance our online automotive marketplace, and fund repurchases of our common stock based on our 
evaluation of market conditions and other factors. We believe that our existing sources of liquidity and cash expected to be generated 
from operations will be sufficient to fund our operations for at least the next 12 months. However, our future capital requirements will 
depend on many factors, including our revenue levels, the timing and extent of our spending to support our technology and 
development efforts, costs related to potential acquisitions to further expand our business and product offerings, collection of accounts 
receivable, macroeconomic activity, and the length and severity of business disruptions resulting from the inventory constraints caused 
by the global automobile semiconductor chip shortage. To the extent that existing cash, cash equivalents and restricted cash, and cash 
from operations are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or 
debt financing. Additional funds may not be available on terms favorable to us or at all.
 
Share Repurchase Program
 
In the third quarter of 2020, our board of directors authorized an open market stock repurchase program (the “Program”) of 
up to $75 million to allow for the repurchase of shares of our common stock through September 30, 2022. In the second quarter of 
2021, our board of directors increased the authorization of the Program by an additional $75 million, bringing the total authorization to 
$150 million. In the third quarter of 2022, our board of directors extended the Program’s expiration to September 30, 2024. In the first 
quarter of 2024, the Program had a remaining authorization of $45.8 million and the Board further extended the term of the repurchase 
program until December 31, 2026 and increased the amount authorized to repurchase shares by approximately $54.2 million. 
Following this increase, the Company had $100 million of remaining authorization for future share repurchases. The timing and 
amount of any repurchases is determined by us based on our evaluation of market conditions and other factors. Repurchases of our 
common stock may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when we might 
otherwise be precluded from doing so under insider trading laws, open market purchases, privately-negotiated transactions, block 
purchases or otherwise in accordance with applicable federal securities laws. The Program may be suspended or discontinued at any 
time and does not obligate us to purchase any minimum number of shares. During the years ended December 31, 2024, 2023, and 
2022 the Company repurchased and retired a total of 6.1 million, zero, and 9.8 million shares under the program for $20.0 million, 
zero, and $29.7 million respectively. As of December 31, 2024, the Company had a remaining authorization of $80.0 million for 
future share repurchases.
72

Cash Flows
 
The following table summarizes net cash derived from operating, investing, and financing activities from operations:
 
 
Year Ended December 31,
 
2024
2023
2022
 
(in thousands)
Consolidated Cash Flow Data:
 
 
 
Net cash provided by (used in) operating activities
$ 
7,701 $ 
(22,414) $ 
(29,137) 
Net cash used in investing activities
 
(7,860)  
(11,809)  
(8,028) 
Net cash used in financing activities
 
(24,970)  
(4,331)  
(32,534) 
Net decrease in cash, cash equivalents and restricted cash
$ 
(25,129) $ 
(38,554) $ 
(69,699) 
 
Operating Activities
 
Our net loss and cash flows provided by or used in operating activities are significantly influenced by our investments in 
headcount and infrastructure to support our growth and marketing and advertising expenses. Our net loss has been significantly greater 
than cash used in operating activities due to the inclusion of non-cash expenses and charges.
Cash provided by operating activities in 2024 was $7.7 million. This was primarily due to a loss from operations of 
$31.0 million, adjusted for non-cash items, including depreciation and amortization expense of $18.0 million, stock-based 
compensation expense of $11.7 million, impairment of right-of-use assets of $6.9 million, other non-cash expenses of $1.0 million, 
amortization of lease right-of-use assets of $1.0 million, and bad debt expense of $0.6 million. Net cash used in operating activities 
also reflected a decrease of $0.8 million from changes in operating assets and liabilities, which primarily reflected a decrease in 
operating lease liabilities of $3.5 million, a decrease in accrued employee expenses of $1.9 million, and an increase in prepaid 
expenses and other assets of  $0.8 million. These decreases were offset by an increase in accrued expenses and other current liabilities 
of $2.5 million, a decrease in accounts receivable of $1.9 million, and an increase in accounts payable of $0.9 million.
Cash used in operating activities in 2023 was $22.4 million. This was primarily due to a loss from operations of $49.8 
million, adjusted for non-cash items, including stock-based compensation expense of $14.3 million, depreciation and amortization 
expense of $17.7 million, amortization of lease right-of-use assets of $3.0 million, an increase in the fair value of contingent 
consideration liabilities of $0.9 million, impairments and write offs of assets of $2.4 million, and bad debt expense of $0.7 million, 
partially offset by a gain on lease exit of $1.6 million. Net cash used in operating activities also reflected a decrease of $10.6 million 
from changes in operating assets and liabilities, which primarily reflected a decrease in operating lease liabilities of $6.7 million, a 
decrease in accrued employee expenses of $0.4 million, a decrease in accounts payable of $1.8 million, and an increase in accounts 
receivable of $5.2 million which was primarily related to an increase in revenue in the fourth quarter of 2023 over 2022. These 
decreases were offset by an increase in accrued expenses and other current liabilities of $2.0 million, which was primarily due to an 
increase in marketing fees payable to our affinity group partners and advertisers and a decrease in prepaid expenses and other assets of 
$1.3 million.
Cash used in operating activities in 2022 was $29.1 million. This was primarily due to a loss from operations of $118.7 
million, adjusted for non-cash items, including a goodwill impairment charge of $59.8 million, stock-based compensation expense of 
$17.7 million, depreciation and amortization expense of $16.5 million, gain from equity method investment of $1.8 million, 
amortization of lease right-of-use assets of $3.9 million, and bad debt expense of $0.7 million. Net cash used in operating activities 
also reflected a decrease of $5.5 million from changes in operating assets and liabilities, which primarily reflected a decrease in 
operating lease liabilities of $5.2 million, a decrease in accounts payable of $2.8 million, a decrease in accrued expenses and other 
current liabilities of $1.4 million, which was primarily due to a decrease in marketing fees payable to our affinity group partners and 
advertisers, an increase in prepaid expenses and other assets of $0.2 million, and offset by a decrease in accounts receivable of $2.2 
million, which was primarily due to a reduction in revenue and an increase in accrued employee expenses of $1.9 million.
 Investing Activities
 
Cash used in investing activities of $7.9 million during 2024 consists primarily of investments in software and computer 
hardware.
Cash used in investing activities of $11.8 million during 2023 consists primarily of investments in software and computer 
hardware.
73

Cash used in investing activities of $8.0 million during 2022 consisted primarily of $12.1 million paid for our acquisition of Digital 
Motors and $11.7 million investments in software and computer hardware, offset by $15.7 million received from the sale of our equity 
method investment in Accu-Trade.
Financing Activities
 
Cash used in financing activities of $25.0 million during 2024 primarily represents payments of 20.1 million for the 
repurchase of our common stock, taxes paid of $3.3 million for the net share settlement of certain equity awards, and a $1.6 million 
payment for the second tranche of contingent cash consideration associated with our acquisition of Digital Motors.
Cash used in financing activities of $4.3 million during 2023 primarily represents taxes paid of $3.1 million for the net share 
settlement of certain equity awards and a $1.9 million payment for the first tranche of contingent cash consideration associated with 
our acquisition of Digital Motors. These decreases were offset by proceeds received of $0.7 million from the exercise of employee 
stock options.
Cash used in financing activities of $32.5 million during 2022 primarily represents payments of $29.8 million for the 
repurchase of our common stock and taxes paid of $2.9 million for the net share settlement of certain equity awards. These decreases 
were offset by proceeds received of $0.2 million from the exercise of employee stock options.
Contractual Obligations and Known Future Cash Requirements
The Company’s material cash requirements include the following contractual and other obligations.
Leases
The Company has various leases for office space. As of December 31, 2024, the Company had fixed lease payment 
obligations of $12.9 million, with $3.6 million payable within 12 months that have not been reduced by minimum non-cancellable 
sublease rentals aggregating $2.5 million. See Note 4 “Leases” to our consolidated financial statements for more information.
Purchase obligations
The Company has long-term agreements to purchase data information, software related licenses and support services, and 
other obligations that are enforceable and legally binding. As of December 31, 2024, the Company had purchase obligations of 
$10.1 million, with $8.1 million payable within 12 months. Purchase obligations exclude agreements that are cancellable without 
penalty. See Note 9 “Commitments and Contingencies” to our consolidated financial statements for more information.
Critical Accounting Estimates
 
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, or 
GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the 
reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an 
ongoing basis. Our estimates are based on historical experience and various other assumptions on an ongoing basis and that we believe 
to be reasonable under the circumstances. Our actual results could differ from these estimates. Changes in estimates are recognized in 
the period in which they become known.
Critical estimates relied upon in preparing the consolidated financial statements include the recoverability of goodwill, the 
accounting for our business combination with Digital Motors, and the valuation of performance stock units. Accordingly, we consider 
these to be our critical accounting estimates, and believe that of our significant accounting policies, these involve the greatest degree 
of judgment and complexity.
Goodwill Impairment
We performed an interim quantitative impairment test as of September 30, 2022 utilizing the income approach. Determining 
fair value under the income approach requires the exercise of significant assumptions and judgments, which are considered Level 3 
inputs under the fair value hierarchy, including the amount and timing of expected future cash flows, long-term growth rates, and 
discount rates to build a discounted cash flow analysis. We estimated future cash flows using internal estimates and incorporated the 
impacts of broader market factors such as rising interest rates, limited new vehicle inventories, rising vehicle costs, and the automotive 
chip shortage. The long-term growth rate was estimated based on judgments about the long-term performance of the reporting unit as 
74

well as industry specific factors. Our discount rate was estimated based on a blend of market based weighted average cost of capital 
and venture capital rates of return, the latter of which we incorporated to more appropriately discount cash flows related to early stage 
products such as TrueCar+. We also performed a reconciliation of the fair value of the reporting unit to the Company’s market 
capitalization, which included the estimation of a reasonable control premium and other market factors such as control premiums 
observed in market transactions. Based on the results of the impairment test, the Company concluded that the carrying value of its 
single reporting unit exceeded the fair value and, accordingly, recorded a non-cash impairment charge of $59.8 million during the 
three months ended September 30, 2022. Actual results may differ from these forecasts and estimates that are utilized in the income 
approach and market capitalization reconciliation.
Business Combination
As part of the acquisition of Digital Motors, we allocated the purchase consideration to the tangible assets acquired, liabilities 
assumed, and intangible assets acquired based on their estimated fair values. Such valuations require management to make significant 
estimates and assumptions, especially with respect to intangible assets related to acquired technology and contingent liabilities. To 
estimate the fair value of the acquired technology, we used the replacement cost method which is based upon complex inputs and 
assumptions such as replacement costs, profit markup, entrepreneurial incentive, and discount rate. We amortize our intangible assets 
over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be 
consumed, which to date has approximated the straight-line method of amortization. Estimating the useful life of the acquired 
technology requires the use of significant judgments and considers several inputs, including planned usage and expected obsolescence 
based on comparable internally developed software assets. We initially estimated the useful life of acquired technology as four years at 
the time of acquisition, but a change in estimate during the third quarter of 2023 based on a change in our planned usage resulted in 
revision of the useful life to three years.
The fair value of contingent liabilities were estimated at acquisition, and at least quarterly thereafter, using a scenario-based 
method, which uses probability-weighted possible outcomes to estimate the timing of expected future cash flows and discount rates to 
calculate the present value. We estimated the probability of achievement of product development milestones and future revenues based 
on our product roadmap, the level of effort and capacity of our technology team, and expected business outcomes. During the second 
quarter of 2023 the Company amended the purchase agreement in connection with its Restructuring Plan (Note 9 “Commitments and 
Contingencies” of our consolidated financial statements included herein) such that the future targets were considered 100% achieved.
Performance Stock Units
Total compensation cost for performance stock units (“PSUs”) is based on the estimated fair market value on the grant date. 
The grant date fair value for PSUs, which contains service and market-based vesting conditions, are performed using complex pricing 
valuation models, specifically a Monte Carlo simulation pricing model, that require the input of assumptions, including judgments to 
estimate expected stock price volatility of our stock and the targeted composite index based on the historical stock prices. The risk-free 
interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods 
approximately equal to the expected term of the award. 
Recent Accounting Pronouncements
 
See Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements included herein.
Item 7A. 
Quantitative and Qualitative Disclosures about Market Risk
 
Market risk represents the risk of loss that may affect our financial position due to adverse changes in financial market prices 
and rates. We do not believe that there is any material market risk exposure that would require disclosure under this Item 7A.
 
Interest Rate Risk
 
We had cash, cash equivalents, and restricted cash of $111.8 million at December 31, 2024, which consist entirely of bank 
deposits and short-term money market funds. Such interest-earning instruments carry a degree of interest rate risk. A hypothetical 25 
basis points decrease in interest rates earned on our cash and cash equivalents balance as of December 31, 2024 would result in a 
decrease in annual interest income of approximately $0.3 million.
 
We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments 
to manage our interest rate risk exposure.
We believe that we do not have a material exposure to changes in fair value as a result of changes in interest rates.
 
75

Inflation Risk
 
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. 
However, if inflation leads to a significant decrease in consumer demand for vehicles, or if our costs were to become subject to 
significant inflationary pressures and we are not able to fully offset such higher costs through price increases, inflation could harm our 
business, operating results and financial condition.
 
Foreign Currency Exchange Risk 
Historically, as our operations and sales have been primarily in the United States, we have not faced any significant foreign 
currency risk. If we plan for international expansion, our risks associated with fluctuation in currency rates will become greater, and 
we will continue to reassess our approach to managing this risk.
 
Item 8. Financial Statements and Supplementary Data
 
The information required by this Item 8 appears in a separate section of this annual report on Form 10-K beginning on page 
F-1 and is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A. 
Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures 
 
The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information 
required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is 
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls 
and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our 
chief executive officer, or CEO, and chief financial officer, or CFO, as appropriate to allow timely decisions regarding required 
disclosure.
 
Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and 
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2024, the end of the period 
covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 31, 
2024, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable 
assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, 
summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated 
and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required 
disclosure.
 
Management’s Report on Internal Control over Financial Reporting 
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined 
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide 
reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external 
purposes in accordance with generally accepted accounting principles. Management conducted an evaluation of the effectiveness of 
our internal control over financial reporting based on the criteria described in Internal Control - Integrated Framework (2013) issued 
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded 
that, as of December 31, 2024, our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by 
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report that is included herein.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to 
Rules 13a-15(d) or 15d-15(d) under the Exchange Act during the fourth quarter of 2024 that materially affected, or are reasonably 
likely to materially affect, our internal control over financial reporting.
76

Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Controls over Financial Reporting
 
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management 
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of 
achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over 
financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in 
evaluating the benefits of possible controls and procedures relative to their costs.
  
Item 9B. 
Other Information
Trading Arrangements 
During the three months ended December 31, 2024, no director or officer of the Company who is required to file reports
under Section 16 of the Exchange Act adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1
trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Strategic PSU Grants
On February 18, 2025, the Compensation and Workforce Committee of the Company’s board of directors approved a form of 
performance-based restricted stock unit agreement (the “Strategic PSU Agreement”) for performance-based restricted stock units that 
vest based on the achievement of certain strategic performance goals and certain retention requirements (“Strategic PSUs”) and 
granted Strategic PSU awards under the Company’s 2023 Equity Incentive Plan (the “Plan”) to each of the Company’s named 
executive officers. 
The number of Strategic PSUs awarded to the Company’s executive officers is as follows: Jantoon Reigersman: 315,790; 
Oliver Foley: 157,895; Jeff Swart: 157,895; Jill Angel: 157,895; Jay Ku: 157,895. 
The target number of shares of the Company’s common stock earned by an executive officer pursuant to these awards will be 
determined based on the number of TrueCar+ Transactions (the “TC+ Performance Metrics”), defined as each TrueCar+ retail 
installment contract that is fully executed and is not canceled during the month of September 2027 (the “Performance Period”); 
provided, that any such awards will only be earned if the number of TrueCar+ Transactions achieved in the Performance Period 
exceeds the monthly average of TrueCar+ Transactions achieved in the three months immediately prior to the Performance Period (the 
“Growth Requirement”).  If the Growth Requirement is achieved, then, depending on the number of TrueCar+ Transactions achieved 
in the Performance Period, the Strategic PSUs may vest at between 0% and 300% of the target. 
Except for in certain scenarios involving a Change in Control (as defined in the Strategic PSU Agreement), an executive must 
remain a Service Provider (as defined in the Plan) through the end of the Performance Period for any of his or her Strategic PSUs to 
vest.  If a Change in Control occurs prior to the end of the Performance Period, the Growth Target will be deemed satisfied and the 
TC+ Performance Metrics will be deemed satisfied at 100% of target levels for each executive who remains a Service Provider until 
immediately prior to the Change in Control.  If the acquiring, surviving or continuing entity assumes or substitutes the Strategic PSUs 
on substantially the same terms and conditions (other than the performance conditions originally applicable to the Strategic PSUs), 
each executive must remain a Service Provider until the end of the Performance Period in order for his or her award to vest; provided 
that, if the executive experiences a Qualifying Termination (as defined in the Strategic PSU Agreement) upon or following the Change 
in Control, such award will vest immediately pursuant to the terms of the Strategic PSU Agreement, which includes a requirement that 
the executive enter into a release of claims agreement in favor of the Company.  If the acquiring, surviving or continuing entity does 
not assume or substitute the awards, such awards will vest immediately prior to the Change in Control. 
The foregoing description of the Strategic PSU Agreement is a summary only and is qualified in its entirety by the full text of 
the Strategic PSU Agreement, which is filed as Exhibit 10.21 hereto and incorporated herein by reference.
Item 9C. 
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
77

PART III
 
Item 10.  Directors, Executive Officers and Corporate Governance
 
The information required by this Item 10 is incorporated by reference to our definitive Proxy Statement for the 2025 Annual 
Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024.
 
Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, 
which is available on our website (ir.truecar.com) under “Governance – Documents and Charters.” We intend to satisfy the disclosure 
requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver of, a provision of our Code of Business Conduct and 
Ethics by posting such information on the website address and location specified above.
 
Item 11. Executive Compensation
 
The information required by this Item 11 is incorporated by reference to our definitive Proxy Statement for the 2025 Annual 
Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item 12 is incorporated by reference to our definitive Proxy Statement for the 2025 Annual 
Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024.
 
Item 13. Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item 13 is incorporated by reference to our definitive Proxy Statement for the 2025 Annual 
Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024.
 
Item 14. Principal Accounting Fees and Services
 
The information required by this Item 14 is incorporated by reference to our definitive Proxy Statement for the 2025 Annual 
Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024.
78

 
PART IV
 
Item 15. Exhibits and Financial Statement Schedules
 
(a) The following documents are filed as part of this report:
1.
Financial Statements:
 
Index: 
F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
F-2
Consolidated Balance Consolidated Balance Sheets at December 31, 2024 and December 31, 2023 
F-4
Consolidated Statements of Comprehensive Loss for each of the years in the three-year period ended December 31, 2024
F-5
Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2024 
F-6
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2024 
F-7
Notes to the Consolidated Financial Statements 
F-9
2.
Financial Statements Schedule
 
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require 
submission of the schedule, or the required information is otherwise included in our consolidated financial statements and related 
notes.
 
3.
Exhibits
 
The following exhibits are filed as part of, or are incorporated by reference in, this Annual Report on Form 10-K:
 
3.1
Amended and Restated Certificate of Incorporation 
of the Registrant.
X
10-Q
3.1
August 7, 2020
3.2
Amended and Restated Bylaws of the Registrant.
X
S-1
3.4
May 5, 2014
4.1
Specimen Common Stock Certificate of the 
Registrant.
X
S-1
4.2
May 5, 2014
4.2
Description of Securities.
X
10-K
4.3
February 28, 2020
10.1#
Form of Indemnification Agreement between the 
Registrant and each of its directors and executive 
officers.
X
S-1
10.1
April 4, 2014
10.2#
2014 Equity Incentive Plan and forms of agreements 
thereunder.
X
S-1
10.4
May 15, 2014
10.3#
2023 Equity Incentive Plan and forms of agreements 
thereunder.
X
8-K
10.1
June 23, 2023
10.4
Clock Tower Building Office Lease, dated May 10, 
2010, by and between the Registrant and Clock 
Tower, LLC, as amended by the Amendment to 
Lease Re Additional Space and Term Extension 
dated November 20, 2010 and the Second 
Amendment to Lease, dated September 19, 2013, by 
and between the Registrant and SaMo Clock Tower, 
LLC (successor in interest to Clock Tower, LLC).
X
S-1
10.14
April 4, 2014
10.5
Third Amendment to Lease, dated June 25, 2014, by 
and between the Registrant and SaMo Clock Tower, 
LLC. 
X
10.6
Fourth Amendment to Lease, dated June 3, 2024, by 
and between the Registrant and High Noon Office, 
LLC (successor in interest to SaMo Clock Tower, 
LLC).
X
10-Q
10.1
August 6, 2024
Exhibit
Exhibit Title
Filed 
Herewith
Incorporated 
by Reference
Form
Exhibit 
No.
Date Filed
79

10.7
Office Lease, dated October 15, 2010, by and 
between the Registrant and Douglas Emmett 1995, 
LLC.
X
S-1
10.15
April 4, 2014
10.8
Second Amendment, dated February 11, 2015, to 
Office Lease, dated October 15, 2010, by and 
between the Registrant and Douglas Emmett 1995, 
LLC.
X
10-K
10.18
March 12, 2015
10.9
Third Amendment to Office Lease, dated May 11, 
2021, by and between the Registrant and DE 
Palisades Promenade, LLC.
X
10-Q
10.2
August 6, 2021
10.10
Fourth Amendment to Office Lease, dated November 
27, 2023, by and between the Registrant and 
Registrant and DE Palisades Promenade, LLC.
X
10-K
10.8
February 22, 2024
10.11
Office Lease Agreement, dated May 3, 2016, by and 
between the Registrant and Hill Country Texas 
Galleria, LLC.
X
10-Q
10.1
August 9, 2016
10.12#
Executive Incentive Compensation Plan.
X
S-1
10.23
May 5, 2014
10.13#
Form of Performance-Based Restricted Stock Unit 
Award Agreement.
X
10-Q
10.1
May 10, 2022
10.14#
Form of Performance-Based Restricted Stock Unit 
Award Agreement.
X
10-K
10.15
February 22, 2024
10.15#
Form of Performance-Based Restricted Stock Unit 
Award Agreement. 
X
10-Q
10.1
May 6, 2024
10.16#
Amended and Restated Employment Agreement, 
dated as of July 27, 2023, by and between the 
Registrant and Jantoon Reigersman. 
X
8-K/
A
10.1
August 1, 2023
10.17#
Employment Agreement, dated as of September 25, 
2023, by and between the Registrant and Oliver 
Foley. 
X
10-Q
10.1
November 7, 2023
10.18#
Employment Agreement, dated January 25, 2017, by 
and between the Registrant and Jeffrey Swart.
X
10-K
10.36
March 1, 2017
10.19#
Employment Agreement, dated as of February 10, 
2023, by and between the Registrant and Jay Ku.
X
10-Q
10.3
November 7, 2023
10.20#
Employment Agreement, dated as of March 10, 
2022, by and between the Registrant and Jill Angel, 
as amended by Amendment to Employment 
Agreement, dated as of August 16, 2024, by and 
between the Registrant and Jill Angel.
X
10-Q
10.1
November 7, 2024
10.21#*
Form of Strategic Performance-Based Restricted 
Stock Unit Agreement
X
19*
Insider Trading Policy of the Registrant
X
21.1
List of Subsidiaries of the Registrant.
X
23.1
Consent of PricewaterhouseCoopers LLP, 
Independent Registered Public Accounting Firm.
X
24.1
Power of Attorney (included on signature page).
X
31.1
Certification of Principal Executive Officer pursuant 
to Exchange Act Rules 13a-14(a) and 15d-14(a), as 
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer pursuant 
to Exchange Act Rules 13a-14(a) and 15d-14(a), as 
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
X
32.1
Certification of Principal Executive Officer and 
Principal Financial Officer pursuant to 18 U.S.C. 
Section 1350, as adopted pursuant to Section 906 of 
the Sarbanes-Oxley Act of 2002.
X
Exhibit
Exhibit Title
Filed 
Herewith
Incorporated 
by Reference
Form
Exhibit 
No.
Date Filed
80

97
TrueCar, Inc. Compensation Recovery Policy
X
10-K
97
February 22, 2024
101.INS
XBRL Instance Document - the instance document 
does not appear in the Interactive Data File because 
its XBRL tags are embedded within the Inline XBRL 
document.
101.SCH
Inline XBRL Taxonomy Extension Schema 
Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation 
Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition 
Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase 
Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation 
Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline 
XBRL with applicable taxonomy extension 
information contained in Exhibit 101)
Exhibit
Exhibit Title
Filed 
Herewith
Incorporated 
by Reference
Form
Exhibit 
No.
Date Filed
 
 *     Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant 
treats as private or confidential. The registrant agrees to furnish an unredacted copy of this exhibit on a supplemental basis to the SEC 
or its staff upon request. 
#     Indicates a management contract or compensatory plan.
81

Item 16. Form 10-K Summary
None.
82

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page
Report of Independent Registered Public Accounting Firm 
F-2
Consolidated Balance Sheets 
F-4
Consolidated Statements of Comprehensive Loss
F-5
Consolidated Statements of Stockholders’ Equity 
F-6
Consolidated Statements of Cash Flows 
F-7
Notes to Consolidated Financial Statements 
F-9
F-1

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of TrueCar, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of TrueCar, Inc. and its subsidiaries (the “Company”) as of December 
31, 2024 and 2023, and the related consolidated statements of comprehensive loss, of stockholders’ equity and of cash flows for each 
of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated 
financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based 
on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the 
Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of 
the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the 
period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in 
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 
2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over 
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s 
Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the 
Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We 
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are 
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules 
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to 
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the 
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such 
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial 
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well 
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting 
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and 
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included 
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable 
basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting 
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the 
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the 
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in 
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in 
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding 
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect 
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections 
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in 
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements 
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are 
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The 
F-2

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a 
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or 
on the accounts or disclosures to which it relates.
Revenue Recognition – TrueCar Auto Buying Program
As described in Notes 2 and 5 to the consolidated financial statements, the Company recognizes revenue when control of the promised 
goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in 
exchange for those goods or services. Auto Buying Program revenues include fees paid by customers participating in the Company’s 
dealer network with which the Company has an agreement. TrueCar Certified Dealers pay the Company fees in one of three ways: on 
a per-vehicle basis for sales to Auto Buying Program users, on a per-introduction basis for introductions to Auto Buying Program 
users, or under a subscription arrangement. The Company’s performance obligation to TrueCar Certified Dealers is to provide them 
with introductions to in-market consumers through the use of the TrueCar platform, so that they have the opportunity to sell vehicles 
to those consumers. The Company’s Dealer revenue was $158 million for the year ended December 31, 2024, of which a significant 
portion relates to the Auto Buying Program.
The principal considerations for our determination that performing procedures relating to revenue recognition for the TrueCar Auto 
Buying Program is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence 
related to the Company’s revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion 
on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to revenue 
recognition, including controls over revenue transactions recognized for the TrueCar Auto Buying Program. These procedures also 
included, among others, evaluating the revenue recognized for a sample of revenue transactions by obtaining and inspecting source 
documents which included sales contracts, customer rate cards, evidence of delivery, invoices, and cash receipts from customers, 
where applicable.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California 
February 19, 2025
We have served as the Company’s auditor since 2009.
F-3

TrueCar, Inc.
Consolidated Balance Sheets
(in thousands, except par value and share data)
 
December 31,
 
2024
2023
Assets
 
 
Current assets
 
 
Cash and cash equivalents (includes restricted cash of $0 and $1,855 at December 31, 2024 and 2023, 
respectively)
$ 
111,835 
$ 
136,964 
Accounts receivable, net of allowances of $783 and $1,118 at December 31, 2024 and 2023, respectively
 
15,742 
 
18,264 
Prepaid expenses
 
4,499 
 
6,067 
Other current assets
 
3,052 
 
1,787 
Total current assets
 
135,128 
 
163,082 
Property and equipment, net
 
15,735 
 
18,880 
Operating lease right-of-use assets
 
2,351 
 
10,132 
Intangible assets, net
 
1,970 
 
8,375 
Other assets
 
4,507 
 
3,851 
Total assets
$ 
159,691 
$ 
204,320 
Liabilities and Stockholders’ Equity
 
 
Current liabilities
 
 
Accounts payable
$ 
7,928 
$ 
6,875 
Accrued employee expenses
 
4,892 
 
6,667 
Operating lease liabilities, current
 
2,964 
 
3,240 
Accrued expenses and other current liabilities
 
17,109 
 
12,196 
Total current liabilities
 
32,893 
 
28,978 
Operating lease liabilities, net of current portion
 
8,313 
 
11,169 
Other liabilities
 
348 
 
3,958 
Total liabilities
 
41,554 
 
44,105 
Commitments and contingencies (Note 9)
Stockholders’ Equity
 
 
Preferred stock — $0.0001 par value; 20,000,000 shares authorized at December 31, 2024 and 2023, 
respectively; no shares issued and outstanding at December 31, 2024 and 2023
 
— 
 
— 
Common stock — $0.0001 par value; 1,000,000,000 shares authorized at December 31, 2024 and 2023; 
87,190,136 and 91,091,541 shares issued and outstanding at December 31, 2024 and 2023, respectively
 
9 
 
9 
Additional paid-in capital
 
711,474 
 
722,504 
Accumulated deficit
 
(593,346)  
(562,298) 
Total stockholders’ equity
 
118,137 
 
160,215 
Total liabilities and stockholders’ equity
$ 
159,691 
$ 
204,320 
The accompanying notes are an integral part of these consolidated financial statements.
F-4

TrueCar, Inc.
Consolidated Statements of Comprehensive Loss 
(in thousands except per share data)
 
Year Ended December 31,
 
2024
2023
2022
Revenues
$ 
175,598 $ 
158,706 $ 
161,524 
Costs and operating expenses:
 
 
 
Cost of revenue (exclusive of depreciation and amortization presented 
separately below)
 
26,388  
15,856  
16,213 
Sales and marketing
 
95,585  
99,050  
104,534 
Technology and development
 
29,643  
42,247  
46,090 
General and administrative
 
43,127  
40,321  
44,087 
Depreciation and amortization
 
18,035  
17,699  
16,520 
Goodwill impairment
 
—  
—  
59,775 
Total costs and operating expenses
 
212,778  
215,173  
287,219 
Loss from operations
 
(37,180)  
(56,467)  
(125,695) 
Interest income
 
6,147  
6,718  
2,565 
Other income
 
—  
—  
40 
Gain from equity method investment
 
—  
—  
1,845 
Loss before income taxes
 
(31,033)  
(49,749)  
(121,245) 
Provision for (benefit from) income taxes
 
15  
17  
(2,560) 
Net loss 
$ 
(31,048) $ 
(49,766) $ 
(118,685) 
Net loss per share, basic and diluted
$ 
(0.34) $ 
(0.55) $ 
(1.30) 
Weighted average common shares outstanding, basic and diluted
 
90,159  
89,766  
91,452 
Other comprehensive loss:
 
 
 
Comprehensive loss
$ 
(31,048) $ 
(49,766) $ 
(118,685) 
 
The accompanying notes are an integral part of these consolidated financial statements.
F-5

TrueCar, Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands except share data)
 
Common Stock
 APIC
Accumulated 
Deficit
Stockholders’ 
Equity
 
Shares
Amount
Balance at December 31, 2021
 96,213,243 
$ 
10 
$ 
723,623 
$ 
(393,847) $ 
329,786 
Net loss
 
— 
 
— 
 
— 
 
(118,685)  
(118,685) 
Repurchase of common stock
 (9,838,785)  
(1)  
(29,782) 
 
— 
 
(29,783) 
Stock-based compensation
 
— 
 
— 
 
18,700 
 
— 
 
18,700 
Shares issued in connection with employee stock plans, net of 
shares withheld for employee taxes
 
2,064,630 
 
— 
 
(2,751) 
 
— 
 
(2,751) 
Balance at December 31, 2022
 88,439,088 
$ 
9 
$ 
709,790 
$ 
(512,532) $ 
197,267 
Net loss
 
— 
 
— 
 
— 
 
(49,766)  
(49,766) 
Stock-based compensation
 
— 
 
— 
 
15,137 
 
— 
 
15,137 
Shares issued in connection with employee stock plans, net of 
shares withheld for employee taxes
 
2,652,453 
 
— 
 
(2,423) 
 
— 
 
(2,423) 
Balance at December 31, 2023
 91,091,541 
$ 
9 
$ 
722,504 
$ 
(562,298) $ 
160,215 
Net loss
 
— 
 
— 
 
— 
 
(31,048)  
(31,048) 
Repurchase of common stock, including excise tax
 (6,051,170)  
— 
 
(20,219) 
 
— 
 
(20,219) 
Stock-based compensation
 
— 
 
— 
 
12,458 
 
— 
 
12,458 
Shares issued in connection with employee stock plans, net of 
shares withheld for employee taxes
 
2,149,765 
 
— 
 
(3,269) 
 
— 
 
(3,269) 
Balance at December 31, 2024
 87,190,136 
$ 
9 
$ 
711,474 
$ 
(593,346) $ 
118,137 
 
The accompanying notes are an integral part of these consolidated financial statements.
F-6

TrueCar, Inc.
Consolidated Statements of Cash Flows
(in thousands)
 
For the Year Ended December 31,
 
2024
2023
2022
Cash flows from operating activities
    
    
    
Net loss
$ 
(31,048) $ 
(49,766) $ 
(118,685) 
Adjustments to reconcile net loss to net cash provided by (used in) operating 
activities:
 
 
 
Depreciation and amortization
 
18,035  
17,699  
16,520 
Goodwill impairment
 
—  
—  
59,775 
Deferred income taxes
 
—  
—  
(2,358) 
Bad debt expense and other reserves
 
574  
696  
718 
Stock-based compensation
 
11,730  
14,299  
17,681 
Increase in the fair value of contingent consideration liability
 
372  
931  
359 
Amortization of lease right-of-use assets
 
973  
2,982  
3,940 
Gain from equity method investment
 
—  
—  
(1,845) 
Impairment of right-of-use assets
 
6,880  
2,376  
— 
Gain on lease exit
 
—  
(1,573)  
— 
Other noncash expenses
 
995  
549  
230 
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
 
1,948  
(5,174)  
2,210 
Prepaid expenses and other assets
 
(801)  
1,335  
(210) 
Accounts payable
 
910  
(1,767)  
(2,750) 
Accrued employee expenses
 
(1,855)  
(387)  
1,863 
Operating lease liabilities
 
(3,462)  
(6,667)  
(5,214) 
Accrued expenses and other current liabilities
 
2,450  
2,010  
(1,371) 
Other liabilities
 
—  
43  
— 
Net cash provided by (used in) operating activities
 
7,701  
(22,414)  
(29,137) 
Cash flows from investing activities
 
 
 
Purchase of property and equipment
 
(7,860)  
(11,809)  
(11,680) 
Cash from sale of equity method investment
 
—  
—  
15,745 
Cash paid for acquisition, net of cash acquired
 
—  
—  
(12,093) 
Net cash used in investing activities
 
(7,860)  
(11,809)  
(8,028) 
Cash flows from financing activities
    
    
    
Payment of contingent consideration liability
 
(1,610)  
(1,908)  
— 
Proceeds from exercise of common stock options
 
61  
710  
179 
Taxes paid related to net share settlement of equity awards
 
(3,330)  
(3,133)  
(2,930) 
Payments for the repurchase of common stock
 
(20,091)  
—  
(29,783) 
Net cash used in financing activities
 
(24,970)  
(4,331)  
(32,534) 
Net decrease in cash, cash equivalents, and restricted cash
 
(25,129)  
(38,554)  
(69,699) 
Cash, cash equivalents, and restricted cash at beginning of year
 
136,964  
175,518  
245,217 
Cash, cash equivalents, and restricted cash at end of year
$ 
111,835 $ 
136,964 $ 
175,518 
The accompanying notes are an integral part of these consolidated financial statements.
F-7

TrueCar, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Continued)
For the Year Ended December 31,
2024
2023
2022
Supplemental disclosure of cash flow information
Cash paid (received) during the year for:
Income taxes
$ 
(13) $ 
180 $ 
(131) 
Supplemental disclosures of non-cash activities
Stock-based compensation capitalized for software development
$ 
728 $ 
838 $ 
1,019 
Capitalized assets included in accounts payable, accrued employee expenses 
and other accrued expenses
 
1,005  
821  
1,311 
Changes in right-of-use assets for operating lease obligations
 
725  
136  
3,047 
Changes in lease liabilities for operating lease obligations
 
725  
136  
3,636 
The accompanying notes are an integral part of these consolidated financial statements.
F-8

1. Organization and Nature of Business
TrueCar, Inc. is an internet-based information, technology, and communication services company. TrueCar, Inc. and its 
wholly owned subsidiaries, TrueCar Dealer Solutions, Inc., Digital Motors Corporation, and TrueCar Wholesale Solutions, Inc. are 
collectively referred to as “TrueCar” or the “Company”; TrueCar Dealer Solutions, Inc. is referred to as “TCDS,” Digital Motors 
Corporation is referred to as “Digital Motors,” and TrueCar Wholesale Solutions, Inc. is referred to as “TCWS.” TrueCar was 
incorporated in the state of Delaware in February 2005 and began business operations in April 2005. Its principal corporate offices are 
located in Santa Monica, California.
TrueCar is a digital automotive marketplace that (i) provides pricing transparency about what other people paid for their cars 
and enables consumers to engage with TrueCar Certified Dealers who are committed to providing a superior purchase experience; (ii) 
empowers TrueCar Certified Dealers to attract these informed, in-market consumers in a cost-effective, accountable manner; and (iii) 
allows automobile manufacturers (“OEMs”) to more effectively target their incentive spending at deep-in-market consumers during 
their purchase process. TrueCar has established a diverse software ecosystem on a common technology infrastructure, powered by 
proprietary data and analytics. Consumers access TrueCar’s platform through the TrueCar.com website and TrueCar mobile 
applications or through the car buying websites and mobile applications that TrueCar operates for its affinity group marketing partners 
(“Auto Buying Programs”). An affinity group is comprised of a network of members or employees that provides discounts to its 
members.
Through its subsidiary, TCDS, the Company provides its Trade and Payments solutions. TCDS also supports the Company’s 
Sell Your Car product. The Sell Your Car and Trade solutions give consumers information on the value of the vehicle they wish to sell 
or trade-in and enables them to obtain a guaranteed trade-in price before setting foot in the dealership. This valuation is, in turn, 
backed by a guarantee to dealers that the vehicles will be repurchased at the indicated price if the dealer does not want to keep them. 
The Company’s Payments solution helps consumers calculate accurate monthly payments.
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the 
United States of America (“GAAP”).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of TrueCar and its wholly owned subsidiaries. 
Business acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The 
Company’s purchase accounting results in all assets and liabilities of acquired businesses being recorded at their estimated fair values 
on the acquisition dates. Divestitures are included in the Company’s consolidated financial statements through the date of disposition. 
All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates 
of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results 
could differ from those estimates. Assets and liabilities that are subject to judgment and use of estimates include sales allowances and 
allowances for doubtful accounts, contract assets, the fair value of assets and liabilities assumed in business combinations, the 
recoverability and related impairment of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, 
useful lives associated with property and equipment and intangible assets, measurement of right-of-use assets and operating lease 
liabilities, contingencies, and the valuation and assumptions underlying stock-based compensation awards and other equity 
instruments. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the 
basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engaged valuation specialists to 
assist with management’s determination of the fair values of its single reporting unit related to goodwill impairment, right-of-use 
TrueCar, Inc.
Notes to Consolidated Financial Statements
F-9

assets and lease liabilities, assets and liabilities assumed in business combinations, assets and liabilities of its equity method 
investment and performance-based stock units.
Segments
The Company has one operating segment. From January 1, 2024 through December 31, 2024, the Company’s chief operating 
decision maker (the “CODM”) was comprised of the President and Chief Executive Officer (“CEO”).
Equity Method Investment
On February 8, 2019, the Company acquired 20% of the outstanding equity interests of Accu-Trade, LLC, a Delaware limited 
liability company (“Accu-Trade”), from R.M. Hollenshead Auto Sales & Leasing, Inc., a Florida corporation (“RHAS”), Robert M. 
Hollenshead (“Hollenshead”) and Jeffrey J. Zamora (“Zamora” and, together with RHAS and Hollenshead, the “Sellers”), pursuant to 
a Membership Interest Purchase Agreement, dated as of February 8, 2019 (the “Purchase Agreement”), by and among Accu-Trade, 
RHAS, Hollenshead, Zamora and the Company. Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions 
thereof, the Company paid the Sellers $17.9 million in cash consideration and made a $5 million capital contribution to Accu-Trade. 
The Company recognized its proportional share of the income or loss from the equity method investment on a one-quarter lag due to 
the timing and availability of financial information from Accu-Trade.
Included in the initial carrying value of $22.9 million, which represents the fair value on the transaction date, was a basis 
difference of $22.9 million related to the difference between the cost of the investment and the Company’s proportionate share of the 
net assets of Accu-Trade. The carrying value of the equity method investment was primarily adjusted for the Company’s share in the 
income and losses of Accu-Trade and amortization of the basis difference. The Company amortized its basis difference between the 
estimated fair value and the underlying book value of Accu-Trade’s technology and guarantor relationship over their respective useful 
lives using the straight-line method. These intangible assets were amortized over a weighted-average useful life of approximately 5 
years measured at the transaction date.
The Company assessed the carrying value of its investment in Accu-Trade for impairment whenever changes in the facts and 
circumstances indicated a loss in value had occurred. When indicators existed, the fair value was estimated and compared to the 
investment carrying value. If any impairment was judgmentally determined to be other than temporary, the carrying value of the 
investment was written down to fair value. On February 2, 2022, the Company entered into a redemption agreement with Accu-Trade 
to redeem the Company’s 20% ownership interest in Accu-Trade. As a result of the events and circumstances leading up to the 
Company’s entry into the redemption agreement with Accu-Trade, the Company concluded that the investment in Accu-Trade was 
impaired and recorded a $4.1 million impairment charge in its equity method investment for the year ended December 31, 2021.
On March 1, 2022, the Company sold its 20% ownership interests in Accu-Trade at the investment’s carrying value and 
recorded a derivative asset for the right to receive escrow payments. For the year ended December 31, 2022, we recognized a gain of 
$1.8 million from changes in fair value of the derivative asset from inception till its settlement in Q2 2022. The gain is included within 
Gain (loss) from equity method investment on the accompanying consolidated statements of comprehensive loss.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in 
the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the 
measurement date.
Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of 
unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the 
first two are considered observable and the last unobservable, that may be used to measure fair value:
•
Level 1 — Quoted prices in active markets for identical assets, liabilities or funds.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-10

•
Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets 
or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by 
observable market data for substantially the full term of the assets or liabilities.
•
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of 
the assets or liabilities.
Fair Value Methods
Fair value is based on quoted market prices, if available. If listed prices or quotes are not available, fair value is based on 
internally-developed models that primarily use market-based or independently sourced market parameters as inputs.
For assets and liabilities measured at fair value, the following section describes the valuation methodologies, key inputs, and 
significant assumptions.
Cash equivalents, consisting primarily of money market instruments and debt securities, represent highly liquid investments 
with maturities of three months or less at purchase. Generally, market prices are used to determine the fair value of money market 
instruments and debt securities.
The carrying amounts of cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts 
payable, and accrued expenses and other current liabilities approximate fair value because of the short maturity of these items.
Certain assets, including the equity method investment, right-of-use assets, property and equipment, goodwill, and intangible 
assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an 
impairment review. For the years ended December 31, 2024 and 2023, the Company recorded right-of-use asset impairment charges of 
$6.9 million and $2.4 million, respectively, related to office operating leases. For the year ended December 31, 2022, the Company 
recorded goodwill impairment charges of $59.8 million.
For the twelve months ended December 31, 2022, the Company recognized a gain of $1.8 million from changes in fair value 
of a derivative asset recognized from the sale of its equity method investment in Accu-Trade.
The Company recorded a contingent consideration liability upon the acquisition of Digital Motors in 2022. The contingent 
consideration is measured at fair value and is based on significant inputs not observable in the market which include the probability of 
achieving certain future targets. This represents a Level 3 measurement within the fair-value hierarchy. The valuation of contingent 
consideration uses assumptions the Company believes a market participant would make. The Company assesses these estimates on an 
ongoing basis as it obtains additional data impacting the assumptions. Changes in the fair value of contingent consideration related to 
updated assumptions and estimates are recognized within the consolidated statements of comprehensive loss. During the second 
quarter of 2023 the Company amended the purchase agreement in connection with its Restructuring Plan (Note 9) such that the future 
targets were considered 100% achieved, and as a result, there were no significant unobservable inputs used to measure the contingent 
consideration liability as of December 31, 2024.
The following table summarizes the Company’s assets and liabilities at fair value on a recurring basis at December 31, 2024 
and 2023 by level within the fair-value hierarchy. The current and non-current portions of contingent consideration reside within 
“Accrued expenses and other current liabilities” and “Other liabilities”, respectively, within the consolidated balance sheet.  These 
assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement 
(in thousands):
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-11

 
At December 31, 2024
At December 31, 2023
 
 
Total Fair
 
Total Fair
Level 1
Level 2
Level 3
Value
Level 1
Level 2
Level 3
Value
Assets:
Cash equivalents
$ 
97,917 $ 
— $ 
— $ 
97,917 $ 119,735 $ 
— $ 
— $ 119,735 
Total Assets
$ 
97,917 $ 
— $ 
— $ 
97,917 $ 119,735 $ 
— $ 
— $ 119,735 
Liabilities:
Contingent consideration, 
current
$ 
— $ 
— $ 
3,964 $ 
3,964 $ 
— $ 
— $ 
1,981 $ 
1,981 
Contingent consideration, 
non-current
 
—  
—  
—  
—  
—  
—  
3,611  
3,611 
Total Liabilities
$ 
— $ 
— $ 
3,964 $ 
3,964 $ 
— $ 
— $ 
5,592 $ 
5,592 
Contingent Consideration Obligations
The following table summarizes the changes in the fair value of the contingent consideration obligation (in thousands):
 
Year Ended December 31,
 
2024
Fair value, at beginning of year
$ 
5,592 
Additions
 
— 
Payoff
 
(2,000) 
Changes in fair value
 
372 
Fair value, at end of year
$ 
3,964 
Concentrations of Credit and Business Risk
Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and 
accounts receivable. 
The Company, at times, maintains cash balances at financial institutions in excess of amounts insured by United States 
government agencies or payable by the United States government directly. The Company places its cash and cash equivalents with 
high credit quality financial institutions.
Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally 
does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its 
customers and maintains an allowance for doubtful accounts based on these evaluations. No single customer comprised more than 
10% of the Company’s total revenues for the years ended December 31, 2024, 2023 and 2022. At December 31, 2024 and 
December 31, 2023, one customer comprised 12.8% and 32.3% of the Company’s accounts receivable balance, respectively.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original or remaining maturity at the date of 
purchase of three months or less to be cash equivalents. At December 31, 2024 and 2023, cash and cash equivalents were comprised 
primarily of cash held in money market funds and checking accounts. At December 31, 2023, cash and cash equivalents included $1.9 
million of restricted cash used to collateralize a letter of credit to secure certain of the Company’s obligations under one of its office 
leases, which has since been terminated (Note 9).
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-12

Accounts Receivable, Allowance for Doubtful Accounts, and Sales Allowances
The Company extends credit in the normal course of business to its customers and performs credit evaluations on a case-by-
case basis. The Company does not obtain collateral or other security related to its accounts receivable.
Accounts receivable are recorded based on the amount due from the customer and do not bear interest. The Company reduces 
accounts receivable for sales allowances and its allowance for doubtful accounts. For contract assets, the Company records the assets 
net of sales allowances and an allowance for doubtful accounts, which are estimated in the same manner as for accounts receivable 
balances.
The Company establishes sales allowances at the time of revenue recognition based on its history of adjustments and credits 
provided to its network of dealers. Sales allowances relate primarily to credits issued where a dealer claims that an introduction was 
previously identified by the dealer from a source other than the Company. While the dealer is contractually obligated to pay the 
invoice, the Company may issue a credit against the invoice to maintain overall dealer relations. In assessing the adequacy of its sales 
allowances, the Company evaluates its history of adjustments and credits made through the date of the issuance of the financial 
statements. Estimated sales adjustments and credits and ultimate losses may vary from actual results which could be material to the 
financial statements; however, to date, actual sales allowances have been materially consistent with the Company’s estimates.
The Company determines its allowance for doubtful accounts based on historical write-off experience and specific 
circumstances that make it likely that recovery will not occur. The Company reviews the allowance for doubtful accounts periodically 
and assesses the aging of account balances, with an emphasis on those that are past due over ninety days. Account balances are 
charged off against the allowance when the Company determines that it is probable the receivable will not be recovered. The 
Company does not have any off-balance sheet credit exposure related to its customers.
The Company considers the need to adjust historical information to reflect the extent to which the Company expects current 
conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical 
information was evaluated. The primary current and future economic indicators that the Company uses to develop its current estimate 
of expected credit losses include the current and forecast U.S. Gross Domestic Product (“GDP”).
The Company calculates the expected credit losses on a pool basis for those trade receivables that have similar risk 
characteristics. For those trade receivables that do not share similar risk characteristics, the allowance for doubtful accounts is 
calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include revenue billing model 
and aging status.
The following table summarizes the changes in the allowance for doubtful accounts and sales allowances (in thousands):
 
Year Ended December 31,
 
2024
2023
2022
Allowances, at beginning of year
$ 
1,118 $ 
1,073 $ 
3,099 
Charged as a reduction of revenue
 
2,179  
2,569  
2,661 
Charged to bad debt expense in general and administrative expenses
 
574  
696  
718 
Write-offs, net of recoveries
 
(3,088)  
(3,220)  
(5,405) 
Allowances, at end of year
$ 
783 $ 
1,118 $ 
1,073 
Property and Equipment, net
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line 
method over the estimated useful lives of the assets, which is generally three years for computer hardware and software, five years for 
furniture and equipment, and over the shorter of the lease term or the useful life of the assets for leasehold improvements. 
Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated 
depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-13

Leases
The Company determines if an arrangement is a lease at inception and determines the classification of the lease, as either 
operating or finance, at commencement. The Company does not have any finance leases.
Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities 
represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at 
commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an 
implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in 
determining the present value of lease payments. The Company estimates the incremental borrowing rate to reflect the profile of 
secured borrowing over the expected term of the leases based on the information available at the later of the initial date of adoption or 
the lease commencement date.
The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may 
include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease 
expense for lease payments is recognized on a straight-line basis over the lease term. Sublease rental income is recognized as a 
reduction to the related lease expense on a straight-line basis over the sublease term. See Note 4 for additional information.
Software and Website Development Costs
The Company accounts for the costs of computer software obtained or developed for internal use in accordance with FASB 
ASC 350, Intangibles — Goodwill and Other. Computer software development costs and website development costs are expensed as 
incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include 
certain employee related expenses, including salaries, bonuses, benefits and stock-based compensation expenses; costs of computer 
hardware and software; and costs incurred in developing features and functionality. These capitalized costs are included in property 
and equipment on the consolidated balance sheets.
The Company expenses costs incurred in the preliminary project and post-implementation stages of software development 
and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing 
internal use software applications.
Software costs are amortized using the straight-line method over an estimated useful life of three years commencing when the 
software project is ready for its intended use.
Costs incurred related to less significant modifications and enhancements as well as maintenance are expensed as incurred. 
At December 31, 2024 and 2023, capitalized software costs were $84.3 million  and $85.9 million, respectively, before 
accumulated amortization of $69.6 million and $68.1 million, respectively.
Expected amortization expense with respect to capitalized software costs at December 31, 2024 for each of the years through 
December 31, 2027 is as follows (in thousands):
Years ended December 31,
 
2025
$ 
8,664 
2026
 
4,634 
2027
 
1,406 
Total amortization expense
$ 
14,704 
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-14

Intangible Assets Acquired in Business Combinations
The Company values assets acquired and liabilities assumed on each acquisition accounted for as a business combination, and 
allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on its best estimate of fair 
value. Acquired intangible assets include customer relationships and developed technology. The Company determines the appropriate 
useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. 
Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with 
the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful 
lives for customer relationships and technology are generally two to ten years and one to ten years, respectively.
Long-Lived Assets
The Company evaluates the recoverability of its long-lived assets, including its ROU assets, with finite useful lives for 
impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Such triggering 
events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse 
change in the extent or manner in which a long-lived asset is being used, a significant adverse change in legal factors or in the business 
climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant deterioration in the 
amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the 
amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that 
demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-
lived asset will be sold or otherwise disposed of significantly before the end of its previously-estimated useful life. The Company 
performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely 
independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of 
an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the 
carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. 
Fair value is determined based upon estimated discounted future cash flows. During the years ended December 31, 2024 and 2023, the 
Company recorded ROU asset impairment charges of $6.9 million and $2.4 million, respectively, related to certain operating leases. 
See Note 4 for additional information. During the year ended December 31, 2022, there were no impairment charges recorded on the 
Company’s long-lived assets.
Goodwill
Goodwill represents the excess of the aggregate purchase price paid over the fair value of the identifiable assets and liabilities 
acquired in the Company’s business combinations. Goodwill is not amortized and is tested for impairment at least annually or 
whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in 
circumstances that could trigger an impairment review include a significant adverse change in business climate, an adverse action or 
assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of use of the acquired 
assets or the Company’s overall business strategy, significant negative industry or economic trends, significant underperformance 
relative to expected historical or projected future results of operations, or a decline in the Company’s stock price and market 
capitalization. Due to the impacts of our analysis described in the following paragraphs, the Company does not have a goodwill 
balance as of December 31, 2024 and 2023.
During the second quarter of 2022, as a result of the continued economic disruption as well as a decline in the Company’s 
stock price and market capitalization, the Company concluded a triggering event had occurred as of June 30, 2022. The Company 
performed an interim quantitative impairment test, in which the Company estimated the fair value of its single reporting unit by 
utilizing a market approach, which was based on the market capitalization of the Company using its share price in the Nasdaq Global 
Select Market and an appropriate control premium. Determining the control premium requires the exercise of significant assumptions 
and judgments, which are considered Level 3 inputs under the fair value hierarchy, including expected future cash flows, which were 
based on the synergies market participants could realize if they acquire the reporting unit, and the discount rate. Based on the results of 
the interim impairment test, the Company concluded that the fair value of its reporting unit was greater than the carrying value and 
that goodwill was not impaired as of June 30, 2022.
During the third quarter of 2022, as a result of additional macroeconomic disruptions, including rising interest rates, and a 
further decline in market capitalization, the Company concluded a triggering event had occurred. The Company performed an interim 
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-15

quantitative impairment test as of September 30, 2022 utilizing an income approach. Under the income approach, the Company used a 
discounted cash flow analysis. Determining fair value requires the exercise of significant assumptions and judgments, which are 
considered Level 3 inputs under the fair value hierarchy, including the amount and timing of expected future cash flows, long-term 
growth rates, and the discount rates. The Company also performed a reconciliation of the fair value of the reporting unit to the 
Company’s market capitalization as of September 30, 2022. The market capitalization reconciliation included the estimation of a 
reasonable control premium and other market factors such as control premiums observed in market transactions. Based on the results 
of the impairment test, the Company concluded that the carrying value of its single reporting unit exceeded the fair value and, 
accordingly, recorded a non-cash impairment charge of $59.8 million during the three months ended September 30, 2022.
Revenue Recognition
The Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, 
in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company 
determines revenue recognition through the following steps:
•
Identification of the contract, or contracts, with a customer;
•
Identification of the performance obligations in the contract;
•
Determination of the transaction price;
•
Allocation of the transaction price to the performance obligations in the contract; and
•
Recognition of revenue when, or as, the performance obligation or obligations are satisfied.
Dealer Revenue
 
Dealer revenue is comprised of Auto Buying Program revenue as well as revenue from TrueCar Trade and Sell Your Car.
Auto Buying Program revenues include fees paid by customers participating in the Company’s dealer network with which the 
Company has an agreement (“TrueCar Certified Dealers” or “Dealers”). TrueCar Certified Dealers pay the Company fees in one of 
three ways: on a per-vehicle basis for sales to Auto Buying Program users, on a per-introduction basis for introductions to Auto 
Buying Program users, or under a subscription arrangement. Additionally, certain Dealers pay an incremental subscription fee for add-
on products within our Auto Buying Program. Contracts are cancellable by the Dealer or the Company at any time. The Company 
does not provide significant Dealer financing terms.
The Company’s performance obligation to TrueCar Certified Dealers is the same for all payment types for our Auto Buying 
Program revenues: to provide Dealers with introductions to in-market consumers through the use of the TrueCar platform, so that 
those Dealers have the opportunity to sell vehicles to those consumers. Control transfers to Dealers upon delivery of introductions, 
which is the point at which the Company recognizes revenue.
When a user decides to proceed with a vehicle purchase through the Company, the user provides his or her name, address, 
email, and phone number during the process of obtaining price offers on actual vehicle inventory, which gives the Company the 
identity and source of a TrueCar introduction provided to a specific Dealer before an actual sale occurs. After a sale occurs, the 
Company receives information regarding the sale, including the identity of the purchaser, through the Dealer Management System 
used by the Dealer that makes the sale. The Company also receives information regarding vehicle sales from a variety of other data 
sources, including third-party car sales aggregators, car dealer networks, and other publicly available sources (collectively, “sales 
data”) and uses this sales data to further verify that a sale has occurred between an Auto Buying Program user and a TrueCar Certified 
Dealer, as well as to invoice Pay-Per-Sale Dealers shortly after the completion of the sales transaction.
Pay-Per-Sale. Under fee arrangements based on a pay-per-sale billing model, revenue for the Auto Buying Program is 
recognized when introductions are delivered to the Dealer and for the amount that the Company estimates it will be able to earn. To 
formulate this estimate, the Company uses the expected value method based primarily on an analysis of the expected number of sales 
resulting from in-period introductions. This estimate is based on historical introductions to vehicle sale close rate trends as well as 
actual sales measured in the period. Under the contractual terms and conditions of arrangements with TrueCar Certified Dealers that 
pay on a per-vehicle-sale basis, the Dealer is not obligated to pay the Company until a vehicle sale has occurred between the Auto 
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-16

Buying Program user and the Dealer, for which the introduction was provided to the Dealer by the Company. Contractually, the 
Dealers’ obligation to pay is not contingent on verification or acceptance of the transaction by the Dealer. As a result, revenue 
recognition occurs earlier than billing as an estimate of the variable consideration to be received upon control transfer of the delivered 
introduction, resulting in a contract asset.
Pay-Per-Introduction. Under fee arrangements based on a pay-per-introduction billing model, revenue for the Auto Buying 
Program is recognized when introductions are delivered.
The Company also recognizes revenue from Dealers under subscription agreements. Subscription fee arrangements are short-
term in nature with terms ranging from one to six months and are also cancellable by the Dealer or the Company at any time. 
Subscription arrangements fall into three types: flat-rate subscriptions, subscriptions subject to downward adjustment based on a 
minimum number of vehicle sales (“guaranteed sales”), and subscriptions based on introduction or impressions volume, including 
those subject to downward adjustment based on a minimum number of introductions (“guaranteed introductions”). For all subscription 
arrangements, the Company recognizes the fees as revenue when introductions or impressions are delivered by allocating a portion of 
the monthly subscription fee to each delivered introduction or impression. For guaranteed sales and guaranteed introduction 
subscriptions, the amount allocated is adjusted at the end of each month for any credits, as described below.
Flat-Rate Subscription. Under flat-rate subscription arrangements, fees are charged at a monthly flat rate regardless of the 
number of introductions provided by the Company to the Dealer or sales made to users of the Company’s platform by the Dealer.
Guaranteed-Sales Subscription. Under guaranteed-sales subscription arrangements, monthly fees are charged based on the 
number of guaranteed sales multiplied by a fixed amount per vehicle. To the extent that the actual number of vehicles sold by the 
Dealers to users of the Company’s platform is less than the number of guaranteed sales, the Company provides a credit to the Dealer. 
If the actual number of vehicles sold exceeds the number of guaranteed sales, the Company is not entitled to any additional fees.
Guaranteed-Introductions Subscription. Under guaranteed-introductions subscription arrangements, monthly fees are charged 
based on a periodically-updated formula that considers, among other things, the introductions anticipated to be provided to the Dealer. 
To the extent that the number of actual introductions is less than the number of guaranteed introductions, the Company provides a 
credit to the Dealer. If the actual number of introductions provided exceeds the number guaranteed, the Company is not entitled to any 
additional fees.
Auto Buying Program Add-On Features. The Company offers additional add-on products to eligible Dealers as part of the 
Auto Buying Program to increase traffic and retarget in-market consumers. These products include TrueCar Sponsored Listings 
(“Sponsored Listings”), TrueCar Reach (“Reach”) and TrueCar Marketing Solutions (“TCMS”). Sponsored Listings enables a Dealer 
to place qualifying vehicles at more prominent positions within the inventory search results page, and fees are charged based on a 
monthly subscription rate for the right to sponsor up to a set number of vehicles at any time throughout the month. Reach is a service 
offered to retarget in-market consumers on the Dealer’s behalf with co-branded emails, and fees are charged on a flat monthly rate 
regardless of the number of emails delivered. TCMS includes a suite of digital marketing solutions enabling dealers to better target in-
market car shoppers, and fees are charged on a monthly subscription rate based on the product and marketing channel. Subscription 
fees are recognized on a monthly basis.
TrueCar Trade and Sell Your Car. TrueCar Trade provides consumers with information on the value of their vehicle, while 
providing Dealers with introductions to these in-market consumers so that those Dealers have the opportunity to buy vehicles from 
those consumers. The value of the vehicle is referred to as the True Cash Offer (“TCO”) and is backed by a guarantee from TCWS to 
repurchase the vehicle at the TCO if the dealer does not wish to keep it. Dealers pay a fee under a per-introduction or guaranteed-
introductions model for access to the Company’s Sell Your Car product. Prior to offering Sell Your Car, the Company charged 
Dealers a monthly subscription fee for access to the Company’s Trade solution, which varied depending on the level of service 
provided. The Company phased out these subscription packages in 2022. Subscription fees were recognized on a monthly basis. Under 
the pay-per-introduction billing model, revenue is recognized when introductions are delivered. Under the guaranteed-introductions 
model, revenue is recognized based on the anticipated number of introductions to be provided to the Dealer. To the extent that the 
number of actual introductions is less than the number of guaranteed introductions, the Company provides a credit to the Dealer. If the 
actual number of introductions provided exceeds the number guaranteed, the Company is not entitled to any additional fees.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-17

OEM Incentives Revenue
The Company enters into arrangements with OEMs to promote the sale of their vehicles primarily through the offering of 
additional consumer incentives. These manufacturers pay a per-vehicle fee to the Company for promotion of the incentive after the 
sale of the vehicle has occurred between the Auto Buying Program user and the Dealer. The Company’s performance obligation to 
OEMs is to deliver incentive offers to consumers. Control transfers upon delivery of incentive offers, which is the point at which the 
Company recognizes revenue. The Company recognizes revenue for the amount that the Company estimates it will be able to earn. To 
formulate this estimate, the Company uses the expected value method based primarily on an analysis of the expected number of sales 
resulting from in-period incentive offers delivered. This estimate is based on historical incentive offers to vehicle sale close rate trends 
as well as delivered incentive offers resulting in actual sales measured in period. As a result, revenue recognition occurs earlier than 
billing as an estimate of the variable consideration to be received upon control transfer, resulting in a contract asset.
Incremental Costs to Obtain a Contract
The revenue standard requires capitalization of the incremental costs to obtain a contract, which the Company has identified 
as certain of its sales commissions paid to internal sales representatives for the sale of TrueCar’s services to Dealers. These costs are 
deferred and then amortized over the expected customer life. Amortization expense is included within sales and marketing on the 
accompanying consolidated statements of comprehensive loss.
Cost of Revenue (exclusive of depreciation and amortization)
Cost of revenue includes expenses related to the fulfillment of the Company’s services, consisting primarily of data costs and 
licensing fees paid to third-party service providers and expenses related to operating the Company’s website and mobile applications, 
including those associated with its data centers, hosting fees, data processing costs required to deliver introductions to its network of 
TrueCar Certified Dealers, employee costs related to certain dealer operations, wholesale vehicle acquisition costs, marketing spend 
on behalf of TrueCar Marketing Solutions (“TCMS”) customers, and facilities costs. Cost of revenue excludes depreciation and 
amortization of software development costs and other hosting and data infrastructure equipment used to operate the Company’s 
platforms, which are included in the depreciation and amortization line item on its statements of comprehensive loss.
Sales and Marketing
Sales and marketing expenses consist primarily of digital customer acquisition and digital advertising; media production 
costs; affinity group partner marketing fees, which also include loan subvention costs where we pay certain affinity group marketing 
partners a portion of consumers’ borrowing costs for car loan products offered by these affinity group marketing partners; and 
marketing sponsorship programs. In addition, sales and marketing expenses include employee-related expenses for sales, customer 
support, marketing, and public relations employees, including salaries, bonuses, benefits, severance, and stock-based compensation 
expenses; third-party contractor fees; and facilities costs. Marketing and advertising costs promote our services and are expensed as 
incurred, except for media production costs which are expensed the first time the advertisement is aired. Marketing and advertising 
expenses were $31.2 million, $31.3 million, and $34.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. 
Accrued marketing and advertising expenses were $4.5 million and $4.2 million at December 31, 2024 and 2023, respectively, and 
were included within “Accrued expenses and other current liabilities” on the consolidated balance sheets.
Technology and Development
Technology and development expenses consist primarily of employee-related expenses for technology and development staff, 
including salaries, benefits, bonuses, severance, and stock-based compensation; third-party contractor fees; facilities costs; software 
costs; and costs associated with our product development, product management, research and analytics, and internal IT functions. 
Technology and development expenses are expensed as incurred.
General and Administrative
General and administrative expenses consist primarily of employee-related expenses for administrative, legal, finance, and 
human resource staffs, including salaries, benefits, bonuses, severance, and stock-based compensation; professional fees; insurance 
premiums; other corporate expenses; gain and loss from lease exit; impairment of ROU assets; and facilities costs.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-18

Stock-Based Compensation
The Company recognizes stock-based compensation expense related to employee stock options, restricted stock units, and 
performance stock units based on the fair value of the awards on the grant date. Stock-based compensation for employee awards is 
generally recognized on a straight-line basis over the requisite service period. The Company estimates the grant-date fair value of 
option grants, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. For issuances of 
restricted stock units, the Company determines the fair value of the award based on the closing market value of its common stock on 
the grant date. For issuances of performance stock units, the Company calculates the fair value of the award using a Monte Carlo 
simulation valuation model on the grant date. The stock-based compensation expense for the performance stock units is recognized 
over the requisite service period using the proportionate amount of the award’s fair value that has been earned through service to date.
Compensation expense for non-employee stock-based awards is recognized in accordance with Accounting Standards Update 
("ASU") No. 2018-07, Stock-based Compensation - Improvements to Nonemployee Share-based Payment Accounting, which the 
Company adopted on January 1, 2019. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with 
that of awards to employees. Under this new guidance, the measurement of nonemployee equity awards is fixed on the grant date. 
Awards for nonemployees are measured and expense is recognized consistent with that for employee awards as outlined above.
Share Repurchase Program
Shares repurchased pursuant to the Company’s share repurchase program are immediately retired upon purchase. 
Repurchased common stock is reflected as a reduction of stockholders’ equity. The Company’s accounting policy related to its share 
repurchases is to reduce its common stock based on the par value of the shares and to reduce its capital surplus for the excess of the 
repurchase price over the par value. Since the inception of its share repurchase program in the third quarter of 2020, the Company has 
had an accumulated deficit balance; therefore, the excess over the par value has been applied to additional paid-in-capital. Once the 
Company has retained earnings, the excess will be charged entirely to retained earnings.
Income Taxes
The Company uses the liability method of accounting for income taxes, under which deferred tax assets and liabilities are 
recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing 
assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to 
be in effect when such assets and liabilities are recovered or settled. The effect on deferred tax assets and liabilities of a change in tax 
rates is recognized in the year that includes the enactment date. The Company determines deferred tax assets including net operating 
losses and liabilities, based on temporary differences between the book and tax bases of assets and liabilities. A valuation allowance is 
established to reduce net deferred tax assets to amounts that are more likely than not to be realized. The Company considers all 
available evidence, both positive and negative, in assessing the need for a valuation allowance. The Company has a full valuation 
allowance, and has concluded, based on the weight of all available evidence, that it is more likely than not that our net deferred tax 
assets will not be realized, primarily due to historical net operating losses.
The Company uses a two-step approach for evaluating uncertain tax positions. Step one, recognition, requires the Company 
to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, 
including resolution of related appeals or litigation processes, if any. If a tax position is not considered “more likely than not” to be 
sustained, no benefits of the position are recognized. If the Company determines that a position is “more likely than not” to be 
sustained, then the Company proceeds to step two, measurement, which is based on the largest amount of benefit which is more likely 
than not to be realized on effective settlement. The Company recognizes interest and penalties accrued related to unrecognized tax 
benefits, if any, in its income tax provision in the accompanying statements of comprehensive loss.
Comprehensive Loss 
Comprehensive loss encompasses all changes in equity other than those arising from transactions with stockholders. For the 
years ended December 31, 2024, 2023 and 2022, the Company had no other comprehensive loss items and accordingly, net loss 
equaled comprehensive loss.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-19

Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by 
the Company as of the specified effective date. The Company has evaluated recently issued pronouncements and does not believe any 
will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures, except as 
discussed below. In addition, the Company believes the impact of recently issued standards that are not yet effective will not have a 
material impact on its financial position or results of operations upon adoption, unless otherwise discussed.
Adopted in the current period
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment 
Disclosures (“ASU 2023-07”), which improves segment disclosure requirements, primarily through enhanced disclosure requirements 
for significant segment expenses. The improved disclosure requirements apply to all public entities that are required to report segment 
information, including those with only one reportable segment. 
ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis and is 
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 
2024. The Company adopted ASU 2023-07 on January 1, 2024, with no material effect on its consolidated financial statements, except 
for the related disclosures.
Adoption in future periods
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures 
(“ASU 2023-09”), which addresses the requests of investors, lenders, creditors, and other allocators of capital for more transparency 
regarding income tax information primarily related to the rate reconciliation and income taxes paid information. Further amendments 
within this update also aim to improve the effectiveness of income tax disclosures. The amendments in this update apply to all entities 
that are subject to Topic 740, Income Taxes and are effective for fiscal years beginning after December 15, 2024, with early adoption 
permitted. The Company is currently evaluating the provisions of the amendments and the impact on its income tax disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense 
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires 
additional disclosures of the nature of expenses included in the income statement. The new standard requires disclosures about specific 
types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling 
expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim reporting 
periods beginning after December 15, 2027 on a prospective basis, with early adoption permitted. The Company is currently 
evaluating the provisions of the amendments and the impact on its disclosures.
3. 
Business Combination
On May 31, 2022 (the “Acquisition Date”), the Company acquired all of the outstanding shares of Digital Motors for 
$15.5 million in cash and up to $8.0 million of contingent cash consideration based on the occurrence of certain events including the 
achievement of product development milestones and future revenues. The acquisition of Digital Motors is intended to accelerate 
TrueCar's plan to deliver a robust digital car buying and selling experience with its TrueCar+ marketplace. At the Acquisition Date, 
the Company assessed the probabilities of Digital Motors meeting product development milestones and future revenue targets and 
recorded a contingent consideration liability of $6.3 million. At December 31, 2024 and 2023 the contingent consideration liability 
was remeasured to $4.0 million and $5.6 million, with zero and $3.6 million recorded in “Other liabilities” and $4.0 million and 
$2.0 million recorded in “Accrued expenses and other current liabilities” within the consolidated balance sheets, respectively.
The Company recorded goodwill of $8.6 million on the Acquisition Date, which represented the excess of the purchase price 
over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. The goodwill is attributable to the 
workforce of the acquired business and the significant synergies expected to arise from the Company’s acquisition of Digital Motors. 
Goodwill attributed to the acquisition is not deductible for income tax purposes. The purchase consideration was allocated to the assets 
acquired and liabilities assumed based on their fair value as of the Acquisition Date. As a result of the Company’s impairment 
assessment in September 2022, goodwill was subsequently written down to zero (refer to Note 6).
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-20

The following table summarizes the allocation of the purchase consideration and the estimated fair value of the assets 
acquired and the liabilities assumed for the acquisition of Digital Motors as of the Acquisition Date (in thousands).
Digital Motors
Assets acquired
Cash
$ 
5,201 
Acquired technology
 
12,500 
Other assets acquired
 
548 
Goodwill
 
8,570 
Total assets acquired
$ 
26,819 
Liabilities assumed
Accounts payable
$ 
1,244 
Accrued employee expenses
 
984 
Deferred tax liabilities
 
2,298 
Other liabilities assumed
 
507 
Total liabilities assumed
$ 
5,033 
Net assets acquired
 
21,786 
Consideration paid
Cash paid
$ 
15,484 
Contingent consideration
 
6,302 
Total consideration
$ 
21,786 
The finalized purchase price allocation is reflected in the consolidated balance sheet as of December 31, 2022.
The estimated useful life for acquired technology was 4 years at the time of acquisition, but a change in estimate during the 
third quarter of 2023 resulted in revision of the useful life to 3 years. Total liabilities assumed include $1.8 million of accrued Digital 
Motors transaction expenses, which were paid by the Company shortly after the Acquisition Date and included in cash paid for 
acquisition, net of cash acquired on the accompanying consolidated statements of cash flows.
The Company incurred transaction costs of $1.0 million in connection with the Digital Motors acquisition which were 
expensed as incurred and included in “General and administrative” expense in the accompanying consolidated statements of 
comprehensive loss.
The Company’s consolidated financial statements include the operating results of Digital Motors from the Acquisition Date 
through December 31, 2024. Separate operating results and pro forma results of operations for Digital Motors have not been presented 
as the effect of the acquisition is not material to the Company’s financial results.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-21

4. 
Leases
Lease Costs
For the years ended December 31, 2024, 2023, and 2022, the Company recorded operating lease costs of corporate offices, 
excluding subleases, in the consolidated statements of comprehensive loss as follows (in thousands):
Operating lease costs recorded within:
Year Ended 
December 31, 
2024
Year Ended 
December 31, 
2023
Year Ended 
December 31, 
2022
Cost of revenue
$ 
32 $ 
23 $ 
12 
Sales and marketing
 
231  
348  
583 
Technology and development
 
290  
785  
1,104 
General and administrative
 
1,990  
3,208  
3,837 
Total operating lease costs
$ 
2,543 $ 
4,364 $ 
5,536 
The Company did not include short term or variable lease costs in the table above as these amounts were immaterial. The 
Company made cash payments of $4.6 million, $7.8 million and $6.7 million for the years ended December 31, 2024, 2023, and 2022, 
respectively, which were included in “Cash flows from operating activities” within the consolidated statements of cash flows. The 
Company’s operating leases have a weighted average remaining lease term of 3.9 years and weighted average discount rate of 6.1%.
The existing operating leases have remaining lease terms ranging from 1.0 to 5.1 years. Certain lease agreements contain 
options to renew, with renewal terms that generally extend the lease terms by 3 to 5 years for each option.
For its subleases, the Company recorded contra rent expense of $2.2 million, $3.5 million and $3.4 million for the years 
ended December 31, 2024, 2023, and 2022, respectively.
The Company recognized ROU asset group impairment charges of $6.9 million and $2.4 million for the years ended 
December 31, 2024 and 2023, respectively, reducing the carrying value of the related lease assets to its estimated fair value. Fair value 
was estimated using an income approach based on management’s forecast of future cash flows expected to be derived based on current 
sublease market rent. The impairment charge is included in general and administrative expenses in the consolidated statements of 
comprehensive loss.
In April 2024, the Company notified its landlord of termination effectively immediately at the leased office space located at 
1401 Ocean Avenue, Santa Monica, California due to the landlord’s breach of contract. A letter of credit with a principal amount of 
$1,750,000 secured the Company’s obligations under the Lease and was drawn down by the landlord upon receiving notice of 
termination. The Company applied the full drawdown payment of the letter of credit as a reduction to the lease liability. The Company 
vacated and returned possession of the premises on April 30, 2024. As of December 31, 2024, the Company has fully impaired the 
ROU asset associated with the lease of $6.8 million, leaving the remaining lease liability of $7.2 million. As the Company has not yet 
been legally released from the lease agreement (Note 9), the impact of the remaining lease term and discount rate associated with this 
lease has been included in our disclosures above.
In July 2023, the Company signed a termination agreement with one of its subtenants to early terminate the sublease 
agreement, which included the receipt of $1.4 million in early termination fees. As a result, the Company also evaluated the ROU 
asset on the head lease and concluded the asset was impaired, resulting in total impairment charges of $2.0 million. In November 
2023, the Company signed a lease amendment to exit the same floor from the head lease and paid $2.1 million for the early exit. To 
account for the partial termination on the head lease, the Company remeasured the lease liability, using the incremental borrowing rate 
in place at the date of modification, resulting in a $1.9 million reduction in the lease liability, a $0.5 million reduction of the ROU 
asset group, and the recognition of a $1.5 million gain.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-22

In June 2022, the Company signed a lease amendment to exit certain floors of a leased office space effective July 31, 2022 
and to settle the asset retirement obligation associated with exiting the leased space for a lower amount than previously recognized. To 
account for the reduction in lease term, the Company remeasured the lease liability, using the incremental borrowing rate in place at 
the date of modification, with a corresponding reduction to the right of use asset. A total gain of $0.8 million was recognized which 
included the $0.6 million difference in reduction of lease liability of $3.7 million and right-of-use asset of $3.1 million and the 
$0.2 million gain on settlement of the asset retirement obligation.
Lease Commitments
Future undiscounted lease payments for the Company’s operating lease liabilities, a reconciliation of these payments to its 
operating lease liabilities, and related sublease income at December 31, 2024 are as follows (in thousands):
Years ended December 31,
2025
$ 
3,621 
2026
 
3,271 
2027
 
2,057 
2028
 
1,854 
2029
 
1,909 
Thereafter
 
160 
Total lease payments
$ 
12,872 
Less: imputed interest
 
(1,595) 
Total lease liabilities (discounted)
$ 
11,277 
Year ended December 31,
Sublease 
Income
2025
$ 
1,651 
2026
 
819 
2027
 
70 
2028
 
— 
Thereafter
 
— 
Total sublease income
$ 
2,540 
5. 
Revenue Information and Deferred Sales Commissions
Deferred Sales Commissions
Deferred sales commissions within other assets were $3.5 million and $2.2 million as of December 31, 2024 and 2023, 
respectively. For the years ended December 31, 2024, 2023 and 2022, amortization expense for deferred sales commissions was $1.5 
million, $1.1 million and $1.2 million, respectively. There was no impairment loss in relation to the costs capitalized in any period.
Contract Balances
The Company’s contract asset balance for estimated variable consideration to be received upon the occurrence of subsequent 
vehicle sales is included within other current assets and is distinguished from accounts receivable in that these amounts are conditional 
upon subsequent sales and not only upon the passage of time. Substantially all of the contract asset balance of $0.9 million and 
$0.9 million at January 1, 2024 and 2023, respectively, was transferred to accounts receivable during the years ended December 31, 
2024 and 2023 as vehicle sales occurred, with no significant changes in the estimate. A contract asset of $1.0 million and $0.9 million 
was recorded as of December 31, 2024 and 2023, respectively, for leads delivered where consideration to be received was still 
conditional upon subsequent vehicle sales.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-23

Disaggregation of Revenue
The Company disaggregates revenue into three revenue streams: dealer revenue, OEM incentives revenue, and other revenue. 
The following table presents the Company’s revenue categories during the periods presented (in thousands):
Year Ended December 31,
 
2024
2023
2022
Dealer revenue
$ 
157,930 $ 
143,239 $ 
156,485 
OEM incentives revenue
 
16,896  
14,958  
4,390 
Other revenue
 
772  
509  
649 
Total revenues
$ 
175,598 $ 
158,706 $ 
161,524 
6. 
Goodwill
The Company assesses recoverability of goodwill on an annual basis as of December 31 or when events or changes in 
circumstances indicate that the carrying value may not be recoverable, such as a deterioration in macroeconomic conditions and a 
sustained decrease in stock price. Since 2021, the Company’s business has been negatively impacted by the global automotive 
semiconductor chip shortage, and since 2022, by rising interest rates. During the third quarter of 2022, the Company’s stock price 
experienced high volatility, causing a further decline in its market capitalization since the Company last tested the goodwill for 
impairment at June 30, 2022. As a result of the further decline in market capitalization and the continued macroeconomic disruptions, 
the Company concluded a triggering event had occurred.
The Company performed an interim quantitative impairment test as of September 30, 2022 utilizing an income approach. 
Under the income approach, the Company used a discounted cash flow analysis. Determining fair value requires the exercise of 
significant assumptions and judgments, which are considered Level 3 inputs under the fair value hierarchy, including the amount and 
timing of expected future cash flows, long-term growth rates, and the discount rates. The Company also performed a reconciliation of 
the fair value of the reporting unit to the Company’s market capitalization as of September 30, 2022. The market capitalization 
reconciliation included the estimation of a reasonable control premium and other market factors such as control premiums observed in 
market transactions. Based on the results of the impairment test, the Company concluded that the carrying value of its single reporting 
unit exceeded the fair value and, accordingly, recorded an impairment charge of $59.8 million. The Company’s goodwill balance was 
zero as of December 31, 2022 after the impairment charge. No further changes to goodwill occurred during the twelve months ended 
December 31, 2024.
7. 
Property and Equipment, net
Property and equipment consisted of the following at December 31, 2024 and 2023 (in thousands):
 
December 31,
 
2024
2023
Computer equipment and internally developed software
$ 
86,255 $ 
87,830 
Furniture and fixtures
 
962  
1,527 
Leasehold improvements
 
4,917  
8,694 
 
 
92,134  
98,051 
Less: Accumulated depreciation
 
(76,399)  
(79,171) 
Total property and equipment, net
$ 
15,735 $ 
18,880 
Included in the table above are property and equipment of $1.0 million and $1.0 million as of December 31, 2024 and 2023, 
respectively, which are capitalizable but had not yet been placed in service. These balances were comprised primarily of capitalized 
software not ready for its intended use.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-24

Total depreciation and amortization expense of property and equipment was $11.6 million, $12.1 million, and $13.0 million 
for the years ended December 31, 2024, 2023, and 2022, respectively.
Amortization of internal use capitalized software development costs was $11.1 million, $11.3 million, and $12.2 million for 
the years ended December 31, 2024, 2023, and 2022, respectively.
 During the years ended December 31, 2024 and 2023, the Company disposed of or retired certain computer equipment, 
internally developed software, leasehold improvements, and furniture and fixtures with an original cost basis of $14.4 million and 
$17.5 million, and accumulated depreciation of $14.2 million and $17.1 million, respectively. The remaining net book value of 
$0.3 million and $0.4 million was recorded as depreciation and amortization expense during the years ended December 31, 2024 and 
2023, respectively.
8. 
Intangible Assets
Intangible assets consisted of the following at December 31, 2024 and 2023 (in thousands):
 
At December 31, 2024
 
Gross Carrying 
Value
Accumulated 
Amortization
Net Carrying 
Value
Acquired technology and domain name
$ 
22,890 $ 
(20,920) $ 
1,970 
Customer relationships
 
1,300  
(1,300)  
— 
Total
$ 
24,190 $ 
(22,220) $ 
1,970 
 
At December 31, 2023
 
Gross Carrying 
Value
Accumulated 
Amortization
Net Carrying 
Value
Acquired technology and domain name
$ 
22,890 $ 
(14,515) $ 
8,375 
Customer relationships
 
1,300  
(1,300)  
— 
Total
$ 
24,190 $ 
(15,815) $ 
8,375 
 
During the year ended December 31, 2022, the Company disposed of certain fully amortized acquired technology with an 
original cost basis of $1.0 million. There were no disposals during the years ended December 31, 2024 and 2023.
Amortization expense by asset type for the years ended December 31, 2024, 2023, and 2022 is shown below (in thousands):
 Year Ended December 31,
 
2024
2023
2022
Acquired technology and domain name
$ 
6,406 $ 
5,594 $ 
3,481 
Customer relationships
 
—  
—  
— 
Total amortization
$ 
6,406 $ 
5,594 $ 
3,481 
Expected amortization expense with respect to intangible assets at December 31, 2024 is as follows (in thousands):
Years ended December 31,
 
2025
$ 
1,970 
Thereafter
 
— 
Total amortization expense
$ 
1,970 
 
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-25

9.
Commitments and Contingencies
Reorganization 
In June 2023, the Company committed to a restructuring plan (the “Restructuring Plan”) in furtherance of its efforts to 
enhance productivity and efficiency, preserve profitability and streamline its organizational structure to better align operations with its 
long-term commitment to providing an enhanced consumer experience. The Company recorded restructuring costs of approximately 
$7.2 million during the year ended December 31, 2023 in connection with the Restructuring Plan. The Company did not record any 
restructuring costs during the twelve months ended December 31, 2024 related to the Restructuring Plan and does not expect to incur 
significant additional charges in future periods related to the Restructuring Plan.
The following table presents a roll forward of the Restructuring Plan costs liability for the twelve months ended 
December 31, 2024 (in thousands):
Restructuring Costs 
Liability
Accrual at December 31, 2023
$ 
951 
Expense
 
— 
Cash Payments
 
(951) 
Accrual at December 31, 2024
$ 
— 
Legal Proceedings
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary 
course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. 
In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in 
which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in 
the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be 
reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible 
and the amount involved is material. The Company continuously assesses the potential liability related to the Company’s pending 
litigation and revises its estimates when additional information becomes available. 
On April 10, 2024, the Company notified Mani Brothers Portofino Plaza (DE), LLC, a Delaware limited liability company 
(the “Landlord”) that the Company was exercising its right to terminate a lease for office space (the "Lease") located at 1401 Ocean 
Avenue, Santa Monica, California (the “Premises”) effective immediately, following the Landlord's breach of the Lease and related 
conduct by the Landlord. Also on April 10, 2024, the Company filed a lawsuit in Los Angeles Superior Court, seeking a declaratory 
judgment that its termination of the Lease was justified under applicable California law, along with certain other relief. A letter of 
credit with a principal amount of $1,750,000 (the “Letter of Credit”) secured the Company’s obligations under the Lease. As described 
in Note 2, the full principal amount of the Letter of Credit was collateralized by restricted cash. On April 18, 2024, the Landlord 
notified both the Company and the bank that issued the Letter of Credit that the Landlord was drawing down the full amount available 
under the Letter of Credit. The drawdown on the Letter of Credit was completed on April 25, 2024 and the Company has applied the 
payment as a reduction to the lease liability. The Company vacated and returned possession of the Premises on April 30, 2024. On 
May 8, 2024, the Landlord filed a cross-complaint against the Company alleging breach of contract as a result of the Company’s 
termination of the Lease and seeking an unspecified amount of damages. 
As of December 31, 2024, the Company has fully impaired the right-of-use asset associated with the lease of $6.8 million in 
accordance with FASB ASC 360 — Property, Plant, and Equipment. At December 31, 2024, the lease liability of $7.2 million 
remains on the condensed consolidated balance sheet and will remain until the matter is legally resolved in accordance with FASB 
ASC 405 — Liabilities. The Company will continue to recognize lease cost for the accretion of interest on the lease liability until the 
matter is resolved.
The Company intends to vigorously defend its position that the lease was appropriately terminated.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-26

Employment Contracts
The Company has entered into employment contracts with certain executives of the Company. Employment under these 
contracts is at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations of up 
to twelve months of the executive’s annual base salary for certain events, such as involuntary terminations. 
Indemnifications
In the ordinary course of business, the Company may provide indemnities of varying scope and terms to customers, vendors, 
lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses 
arising out of the Company’s breach of such agreements, services to be provided by the Company, or intellectual property 
infringement claims made by third parties. While the Company’s future obligations under certain of these agreements may contain 
limitations on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not 
possible to predict the maximum potential amount of future payments due to the conditional nature of the Company’s obligations and 
the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company 
under such indemnities have not had a material effect on the Company’s business, financial condition, results of operations or cash 
flows. Additionally, the Company does not believe that any amounts that it may be required to pay under these indemnities in the 
future will be material to the Company’s business, financial position, results of operations, or cash flows.
Purchase Obligations
At December 31, 2024, the Company had the following purchase obligations (in thousands): 
 
 
Total
Less Than 1 Year
1 - 3 Years
3 - 5 Years
More Than 5 
Years
Purchase obligations
$ 
10,127 
$ 
8,069 $ 
2,058 $ 
— $ 
— 
Purchase obligations include long-term agreements to purchase data information, software-related licenses, and support 
services, and other obligations that are enforceable and legally binding as of December 31, 2024. Purchase obligations exclude 
agreements that are cancellable without penalty.
Credit Facility
In March 2023, the Company terminated its third amended and restated loan and security agreement (the “Credit Facility”) 
with a financial institution that provided for advances under a $35.0 million revolving line of credit. As of the date of the termination, 
the company had no outstanding amounts under the Credit Facility.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-27

10. 
Stockholders’ Equity
Share Repurchase Program
In July 2020, the Company’s board of directors authorized an open market stock repurchase program (the “Program”) of up 
to $75 million to allow for the repurchase of shares of the Company’s common stock through September 30, 2022. In May 2021, the 
Company’s board of directors increased the authorization of the Program by an additional $75 million, bringing the total authorization 
to $150 million. In July 2022, the Company’s board of directors extended the expiration of the Program until September 30, 2024. In 
February 2024, the Program had a remaining authorization of $45.8 million and the Company’s board of directors increased the 
authorization of the Program by $54.2 million, bringing the total remaining authorization to $100 million, as well as extended the 
expiration of the program until December 31, 2026. Following this increase, the Company had $100 million of remaining 
authorization for future repurchases. The timing and amount of any repurchases will be determined by Company management based 
on its evaluation of market conditions and other factors. Repurchases of the Company’s common stock may be made under a Rule 
10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so 
under insider trading laws, open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with 
applicable federal securities laws. The Program may be suspended or discontinued at any time and does not obligate the Company to 
purchase any minimum number of shares. During the years ended December 31, 2024, 2023 and 2022 the Company repurchased and 
retired a total of 6.1 million, zero and 9.8 million shares under the Program for $20.0 million, zero and $29.7 million respectively, 
which excludes excise tax imposed under the Inflation Reduction Act of $0.1 million, zero, and zero respectively. As of December 31, 
2024, the Company had a remaining authorization of $80.0 million for future share repurchases.
Reserve for Unissued Shares of Common Stock
The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such 
number of shares sufficient for the exercise of all outstanding awards, plus shares available for grant under the Company’s equity 
incentive plan.
The number of shares of the Company’s common stock reserved for these purposes at December 31, 2024 is as follows:
 
Number of Shares
Outstanding stock options
 
1,318,123 
Outstanding restricted stock units
 
5,482,977 
Outstanding performance stock units
 
3,253,741 
Additional shares reserved for maximum payout of outstanding performance stock units
 
2,440,294 
Additional shares available for grant under the equity plan
 
20,451,887 
Total
 
32,947,022 
11. 
Stock-based Awards
The Company’s stockholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) at its June 2023 Annual 
Meeting of Stockholders. The 2023 Plan serves as the successor to the 2014 Equity Incentive Plan (the “2014 Plan), which was 
terminated when the 2023 Plan was adopted. Prior awards granted under the 2014 Plan continue to be subject to the terms and 
provisions of the 2014 Plan. In connection with the Company’s initial public offering in May 2014 (the “IPO”), the Company’s 2005 
Equity Incentive Plan and 2008 Equity Incentive Plan were terminated and the Company’s 2015 Inducement Equity Incentive Plan 
was terminated in February 2022. Upon termination of the 2014 Plan, the shares reserved for issuance under the 2023 Plan included: 
(i) shares that have been reserved but not issued pursuant to any awards granted under the 2014 Plan and were not subject to any 
awards granted thereunder, plus (ii) shares subject to awards granted under the 2014 Plan that expire or otherwise terminate without 
having been exercised or issued in full, are forfeited to or repurchased by the Company due to failure to vest or are acquired by the 
Company (other than shares repurchased by the Company on the open market) pursuant to awards granted under the 2014 Plan used to 
pay the exercise price or purchase price of such an award or to satisfy the tax withholding obligations of such an award.
 
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-28

In accordance with the evergreen provision of the 2014 Plan, the shares available for issuance under the 2014 Plan included 
an annual increase on January 1 of each year equal to the least of: (x) 10,000,000 shares; (y) 5% of the total outstanding shares of the 
Company’s common stock as of the last day of the prior fiscal year; or (z) such lesser amount as determined by the Company’s Board 
of Directors. On January 1, 2023, the final evergreen increase of the now-terminated 2014 Plan resulted in an additional 4,421,954 
shares of common stock being available for issuance under the 2014 Plan.
As of December 31, 2024, the total number of shares available for future issuance under the 2023 Plan was 20,451,887 
shares. Under the 2023 Plan, the Company has the ability to issue incentive stock options, nonstatutory stock options, restricted stock, 
restricted stock units, stock appreciation rights, performance units, and performance shares. The exercise price of stock options 
granted under the 2023 Plan must at least equal the fair market value of the Company’s common stock on the date of grant. Stock 
options granted generally vest monthly over a four-year period and expire 10 years from the date of grant. Restricted stock units 
generally vest quarterly over a four-year period. Performance stock units granted generally vest at the end of a three-year period.
Stock Options
A summary of the Company’s stock option activity for the year ended December 31, 2024 is as follows:
 
Number of 
Options
Weighted-
Average Exercise 
Price
Weighted-
Average 
Remaining 
Contractual Life
Aggregate 
Intrinsic Value (1)
 
(in years)
(in millions)
Outstanding at December 31, 2023
 
2,240,898 $ 
10.65 
3.1
 
Granted
 
—  
—  
 
Exercised
 
(22,727)  
2.68  
 
Forfeited/expired
 
(900,048)  
12.37  
 
Outstanding at December 31, 2024
 
1,318,123 $ 
9.61 
3.5
$ 
0.2 
Vested and expected to vest at December 31, 2024
 
1,318,123 $ 
9.61 
3.5
$ 
0.2 
Exercisable at December 31, 2024
 
1,296,249 $ 
9.69 
3.4
$ 
0.2 
(1) The aggregate intrinsic value represents the excess of the closing price of the Company’s common stock of $3.73 on 
December 31, 2024 over the exercise price of in-the-money stock option awards.
At December 31, 2024, total remaining stock-based compensation expense for unvested option awards was $0.1 million, 
which is expected to be recognized over a weighted-average period of 0.3 years.
There were no option grants in 2024, 2023, or 2022. The Company recorded stock-based compensation expense for stock 
option awards of $0.2 million, $0.9 million, and $1.5 million, for the years ended December 31, 2024, 2023, and 2022, respectively.
The total intrinsic value of options exercised in 2024, 2023, and 2022 was less than $0.1 million, $0.1 million, and less than 
$0.1 million, respectively.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-29

Restricted Stock Units
A summary of the Company’s restricted stock unit (“RSU”) activity for the year ended December 31, 2024 is as follows:
 
Number of 
Shares
Weighted-
Average Grant 
Date Fair Value
Non-vested — December 31, 2023
 
5,763,510 $ 
2.94 
Granted
 
3,784,400  
3.49 
Vested
 
(2,766,719)  
3.16 
Forfeited
 
(1,298,214)  
3.22 
Non-vested — December 31, 2024
 
5,482,977 $ 
3.15 
The total fair market value of RSUs that vested for the years ended December 31, 2024, 2023, and 2022 was $9.1 million, 
$8.3 million, and $8.4 million, respectively.
The weighted-average grant-date fair value of RSUs granted for the years ended December 31, 2024, 2023, and 2022 was 
$3.49, $2.31, and $3.49, respectively. For the years ended December 31, 2024, 2023, and 2022, the Company recorded $8.1 million, 
$10.8 million, and $12.1 million in compensation expense, respectively. At December 31, 2024, total remaining stock-based 
compensation expense for non-vested RSUs is $15.7 million, which is expected to be recognized over a weighted-average period of 
2.6 years.
Performance Stock Units
Performance stock units (“PSU”) vesting is subject to the achievement of certain market conditions over a three-year period. 
The number of shares of common stock to be issued under a PSU agreement is based upon a comparison of the Company’s total 
stockholder return (“TSR”) determined by reference to the Company’s compound annual growth in stock price (“CAGR”) relative to 
the Russell 2000 Total Return Index (the “Index”), over a three-year performance period. If the CAGR is equal to that of the Index, the 
target number of PSUs will vest. For every percentage point that the CAGR exceeds the Index, the number of PSUs that are eligible to 
vest in excess of target is increased by a respective amount of percentage points, and for every percentage point that the CAGR is 
below the Index, the number of PSUs that are eligible to vest is decreased by a respective amount of percentage points as well. If the 
Company’s absolute CAGR is negative during the performance period of the PSUs, then the executives’ payout will be capped at 
100% of target, irrespective of the extent to which the CAGR exceeds the Index. Payouts of the performance share awards range from 
0% to 175% of the target awards based on the Company’s TSR ranking relative to the Index.
A summary of the Company’s PSU activity for the year ended December 31, 2024 is as follows:
 
Performance 
Share Units
Weighted-
Average Grant 
Date Fair Value
Outstanding — December 31, 2023
 
2,518,556 $ 
4.18 
Granted
 
1,231,577  
4.39 
Vested
 
(364,837)  
5.99 
Forfeited
 
(131,555)  
5.25 
Outstanding — December 31, 2024
 
3,253,741 $ 
4.01 
The total fair market value of PSUs that vested for the years ended December 31, 2024, 2023, 2022 was $1.3 million,  
$0.7 million and $0.1 million, respectively.
The weighted-average grant-date fair value of PSUs granted for the years ended December 31, 2024, 2023, and 2022 was 
$4.39, $2.75, and $4.90, respectively. For the years ended December 31, 2024, 2023, and 2022, the Company recorded $3.4 million, 
$2.6 million, and $4.1 million in compensation expense, respectively. At December 31, 2024, total remaining stock-based 
compensation expense for non-vested PSUs is $5.2 million, which is expected to be recognized over a weighted-average period of 1.9 
years.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-30

Valuation Assumptions and Stock-based Compensation Cost
The fair value of stock options granted to employees is estimated on the grant date using the Black-Scholes option-pricing 
model. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, 
including the expected term, the volatility of the Company’s common stock, risk-free interest rate, and expected dividends. The 
Company uses the simplified method under the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate expected 
term for plain vanilla share options, as the Company does not have sufficient historical exercise data to provide a reasonable basis 
upon which to estimate expected term. The computation of expected volatility is based on the historical volatility of the Company’s 
common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods 
corresponding with the expected life of the option. The Company uses an expected dividend of zero, as it does not anticipate paying 
any dividends in the foreseeable future. Forfeitures on share-based awards are recognized as they occur. No stock option awards were 
granted during the years ended December 31, 2024, 2023, and 2022.
The fair value of each PSU award was estimated at the date of grant using a Monte Carlo simulation valuation model. This 
valuation model requires the Company to make assumptions and judgments about the variables used in the calculation. In calculating 
the fair value of the award, the risk-free interest rate is based on the yield of a Treasury Note with a term commensurate with the term 
of the PSU. The expected term is based on the remainder of the performance cycle as of the date of grant. The expected volatility is 
based on the three-year historical stock price for the Company and the Index. The correlation is calculated based on the stock price of 
the Company and the Index for the three-year volatility period.  The following weighted-average assumptions were used in estimating 
the fair value of the PSUs at the date of grant:  
 
Year Ended December 31,
 
2024
2023
2022
Expected volatility of common stock
 62 %
 67 %
 64 %
Expected volatility of Index
 24 %
 31 %
 30 %
Average correlation coefficient of the Company and the Index
0.42
0.37
0.32
Risk-free interest rate
 4.27 %
 4.59 %
 2.55 %
Expected term (years)
3.03
2.96
2.95
The Company recorded stock-based compensation cost relating to stock options, RSUs, and PSUs in the following categories on the 
accompanying consolidated statements of comprehensive loss (in thousands):
 
Year Ended December 31,
 
2024
2023
2022
Cost of revenue
$ 
260 $ 
191 $ 
185 
Sales and marketing
 
1,804  
3,592  
4,884 
Technology and development
 
2,022  
3,500  
4,186 
General and administrative
 
7,644  
7,016  
8,426 
Total stock-based compensation expense
 
11,730  
14,299  
17,681 
Amount capitalized to internal-use software
 
728  
838  
1,019 
Total stock-based compensation cost
$ 
12,458 $ 
15,137 $ 
18,700 
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-31

12. 
Income Taxes
The components of the Company’s income tax provision (benefit) are as follows (in thousands):
 
Year Ended December 31,
 
2024
2023
2022
Current:
 
 
 
Federal
$ 
— $ 
— $ 
— 
State
 
15  
17  
(202) 
Total current provision (benefit)
 
15  
17  
(202) 
Deferred:
 
 
 
Federal
 
—  
—  
(2,046) 
State
 
—  
—  
(312) 
Total deferred provision (benefit)
 
—  
—  
(2,358) 
Total income tax provision (benefit)
$ 
15 $ 
17 $ 
(2,560) 
The 2024 and  2023 income tax expense of less than $0.1 million reflects state income taxes.
The 2022 income tax benefit of $2.6 million primarily reflects the release of valuation allowance resulting from net deferred 
tax liabilities recorded in Digital Motors acquisition accounting providing a source of income in assessing realization of consolidated 
net deferred tax assets.
The overall effective income tax rate differs from the statutory federal rate as follows:
 
Year Ended December 31,
 
2024
2023
2022
Income tax benefit based on the federal statutory rate
 21.0 %
 21.0 %
 21.0 %
State income taxes, net of federal benefit
 6.8 
 3.3 
 1.8 
Nondeductible expenses
 (1.8) 
 (1.3) 
 (0.3) 
Change in valuation allowance
 (21.5) 
 (20.8) 
 (12.7) 
Stock-based compensation
 (4.5) 
 (6.0) 
 (1.3) 
Uncertain tax positions
 — 
 — 
 0.6 
Goodwill impairment
 — 
 — 
 (7.0) 
Other
 — 
 3.8 
 — 
Overall effective income tax rate
 — %
 — %
 2.1 %
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-32

The components of deferred tax assets (liabilities) are as follows (in thousands):
 
December 31,
 
2024
2023
Deferred income tax assets:
 
 
Net operating loss carryforwards
$ 
90,369 $ 
87,872 
Stock-based compensation
 
3,743  
4,666 
Accrued expenses
 
1,886  
1,417 
Research and development tax credits
 
6,558  
6,558 
Operating lease liabilities
 
2,731  
3,432 
Intangible assets and goodwill
 
4,695  
3,663 
Property, equipment and software
 
5,297  
5,323 
Capitalized research and development costs
 
12,458  
9,711 
Other
 
596  
547 
Gross deferred tax assets
 
128,333  
123,189 
Valuation allowance
 
(126,873)  
(120,197) 
Net deferred tax assets
 
1,460  
2,992 
Deferred tax liabilities:
 
 
Capitalized commissions
 
(872)  
(533) 
Operating lease assets
 
(588)  
(2,459) 
Gross deferred tax liabilities
 
(1,460)  
(2,992) 
Total net deferred tax assets (liabilities)
$ 
— $ 
— 
 
At December 31, 2024, the Company had federal and state net operating loss carryforwards of $346.6 million and 
$276.9 million, respectively. Of the Company’s federal net operating loss carryforwards, $248.2 million will begin to expire in 2034 
and $98.4 million does not expire. The Company’s state net operating loss carryforwards began to expire in 2022. At December 31, 
2024, the Company had federal and state research and development tax credit carryforwards of approximately $1.1 million and 
$11.2 million, respectively. The federal tax credit carryforwards begin to expire in the year ending December 31, 2040. The state tax 
credit carryforwards can be carried forward indefinitely. Utilization of the Company’s net operating loss and tax credit carryforwards 
may be subject to annual limitations arising from ownership change limitations provided by Sections 382 and 383 of the Internal 
Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax 
credit carryforwards before their utilization.
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be 
generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss 
incurred over the three-year period ended December 31, 2024. Such objective evidence limits the ability to consider other subjective 
evidence such as its projections for future growth. On the basis of this evaluation, at December 31, 2024, a valuation allowance of 
$126.9 million has been recorded since it is more likely than not that the deferred tax assets will not be realized.
The change in the valuation allowance for the years ended December 31, 2024, 2023, and 2022 is as follows (in thousands):
 
Year Ended December 31,
 
2024
2023
2022
Valuation allowance, at beginning of year
$ 
120,197 $ 
109,876 $ 
94,117 
Increase in valuation allowance
 
6,676  
10,321  
15,759 
Valuation allowance, at end of year
$ 
126,873 $ 
120,197 $ 
109,876 
The $6.7 million increase in valuation allowance is primarily related to the increase in deferred tax assets for net operating 
loss carryforwards and capitalized research and development costs and the decrease in deferred tax liabilities for operating lease 
assets.
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-33

The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands):
 
Year Ended December 31,
 
2024
2023
2022
Unrecognized tax benefit, beginning of year
$ 
4,570 $ 
4,570 $ 
5,237 
Decrease based on tax positions in prior period
 
—  
—  
(1,101) 
Increase based on tax positions in current period
 
—  
—  
434 
Unrecognized tax benefit, end of year
$ 
4,570 $ 
4,570 $ 
4,570 
The December 31, 2024 balance includes $0.3 million, that if recognized, would affect the effective income tax rate. The 
December 31, 2024, 2023, and 2022 balances each include tax benefits of $3.4 million, which if recognized, would be in the form of 
net operating loss or tax credit carryforwards and expected to require a full valuation allowance based on present circumstances. These 
amounts are net of offsetting benefits from other tax jurisdictions.
The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax 
provision. At December 31, 2024, no interest and penalties related to uncertain tax positions have been accrued.
The Company is subject to United States federal and state taxation. Due to the presence of net operating loss carryforwards, 
all income tax years remain open for examination by the Internal Revenue Service and various state taxing authorities. The Company 
is not currently under Internal Revenue Service or state tax examination.
13. 
Net Loss Per Share
Basic earnings per share is calculated by dividing net loss attributable to common stockholders by the weighted average 
number of shares of common stock outstanding, net of the weighted average unvested restricted stock subject to repurchase by the 
Company, if any, during the period. Diluted earnings per share is calculated by dividing the net loss attributable to common 
stockholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common 
stock, which are comprised of stock options, restricted stock units and stock warrants, using the treasury-stock method, and 
convertible preferred stock, using the if-converted method. Because the Company reported losses attributable to common stockholders 
for all periods presented, all potentially dilutive common stock is antidilutive for those periods.
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders 
during the years ended December 31, 2024, 2023, and 2022 (in thousands, except per share data):
 
Year Ended December 31,
2024
2023
2022
Net loss
$ 
(31,048) $ 
(49,766) $ 
(118,685) 
Weighted-average common shares outstanding, basic and diluted
 
90,159  
89,766  
91,452 
Net Loss per share, basic and diluted
$ 
(0.34) $ 
(0.55) $ 
(1.30) 
The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share 
attributable to common stockholders at December 31, 2024, 2023, and 2022 (in thousands):
December 31,
 
2024
2023
2022
Options to purchase common stock
 
1,318  
2,241  
5,114 
Unvested restricted stock units
 
5,483  
5,764  
7,519 
Unvested performance stock units
 
3,254  
2,519  
2,489 
Total shares excluded from net loss per share attributable to common 
stockholders
 
10,055  
10,524  
15,122 
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-34

14. 
Employee Benefit Plan
The Company has a 401(k) Savings Retirement Plan that covers substantially all full-time employees who meet the plan’s 
eligibility requirements and provides for an employee elective contribution. The Company made matching contributions to the plan of 
$1.1 million, $1.4 million, and $1.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.
15. 
Related Party Transactions
Transactions with Accu-Trade
On March 1, 2022, the Company sold its 20% ownership interests in Accu-Trade and no longer considers Accu-Trade a 
related party after the sale. See Note 2 to our consolidated financial statements included herein for further details. The Company 
recognized contra-revenue of $0.1 million and cost of revenue of $1.1 million during the year ended December 31, 2022 related to a 
software and data licensing agreement entered into with Accu-Trade. There was no related party activity during the years ended 
December 31, 2023 and 2024.
16. 
Segment Reporting
TrueCar operates as a single operating segment, which is the business of providing a digital automotive marketplace. This 
marketplace offers pricing transparency to consumers, empowers TrueCar Certified Dealers to attract in-market consumers, and allows 
automobile manufacturers to target their incentive spending more effectively.
The Company’s CODM is the President and CEO, who manages the Company’s operations based on consolidated financial 
information for purposes of evaluating financial performance and allocating resources. The financial information reviewed by the 
CODM includes revenue by service offering including dealer revenue, OEM incentive revenue, and other revenue (Note 5), in 
addition to key expense categories that are regularly provided for the consolidated company.
The accounting policies of the Company’s single operating segment are the same as those described in the summary of 
significant accounting policies. Although there are other measures of operating performance used by the CODM, the Company 
concluded that consolidated net income is the measure required to be disclosed as the segment measure of profit or loss. Net income is 
utilized to evaluate the effectiveness of TrueCar's various service offerings and to monitor budget versus actual results in order to gain 
more depth and understanding of the factors driving the business. The following is a reconciliation of the Company’s net loss. It 
includes the significant expense categories regularly provided to the CODM, computed under U.S. GAAP, reconciled to the 
Company’s total net loss as presented in the consolidated statements of comprehensive loss:
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-35

 
Year Ended December 31,
 
2024
2023
2022
Revenues
$ 
175,598 $ 
158,706 $ 
161,524 
Less:
Headcount expense
 
61,344  
70,699  
82,829 
Branded media
 
22,976  
22,185  
23,055 
Partner marketing
 
35,049  
31,102  
31,660 
Other marketing
 
5,491  
4,270  
4,085 
Outsourced services
 
11,921  
10,564  
12,846 
Data licensing, software, and hosting
 
21,494  
23,617  
24,826 
Other segment expenses*
 
15,680  
9,962  
12,173 
Interest income
 
(6,147)  
(6,718)  
(2,565) 
Depreciation and amortization
 
18,035  
17,699  
16,520 
Goodwill impairment
 
—  
—  
59,775 
Restructuring charges**
 
1,474  
8,947  
— 
Stock-based compensation
 
11,730  
14,299  
17,681 
Other reconciling items***
 
7,599  
1,846  
(2,676) 
Net loss 
$ 
(31,048) $ 
(49,766) $ 
(118,685) 
*Other segment expenses includes wholesale, facilities and other operating costs.
**Restructuring charges represent charges associated with the realignment of the Company’s leadership structure beginning in the third quarter of 2023 as well as 
charges associated with the Restructuring Plan undertaken in the second quarter of 2023 to improve efficiency and reduce expenses.
***Other reconciling items solely includes changes in fair value of contingent consideration liability, gain on sale of equity method investment, lease impairment, 
interest accretion for terminated lease, gains and losses on lease exit, transaction costs associated with Digital Motors, other income and income taxes, which are all 
disclosed elsewhere in the consolidated financial statements and accompanying footnotes.
Assets provided to the CODM are consistent with those reported on the consolidated balance sheet. All of the Company’s 
principal operations, decision-making functions and long-lived assets are maintained in the United States and all losses are attributable 
to the United States. 
TrueCar, Inc.
Notes to Consolidated Financial Statements (Continued)
F-36

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Corporate Address 
TrueCar, Inc.
225 Santa Monica Blvd., 12th Floor
Santa Monica, CA 90401
Ticker Symbol
NASDAQ: TRUE
Transfer Agent 
Computershare
Telephone: 877. 373. 6374 
Fax: 866. 519. 8563 
International: 781. 575. 2879 
Investor Relations
investors@truecar.com
Mail 
Computershare
PO BOX 43006
Providence RI 02940-3006
Courier 
Computershare
150 Royall Street,
Suite 101
Canton, MA 02021
Executive Officers
Jantoon Reigersman 
President and  
Chief Executive Officer
Oliver Foley 
Chief Financial Officer
Jill Angel 
Chief Operating Officer
Jeff Swart 
Executive Vice President, 
General Counsel and Secretary
Jantoon Reigersman 
President and  
Chief Executive Officer 
TrueCar, Inc.
Brendan Harrington 
President 
Autobahn Fort Worth
Barbara Carbone 
Board Chair
TrueCar, Inc.
Robert Buce 
Chairman
Palisades Holdings
Faye Iosotaluno 
Chief Executive Officer 
Tinder
Diego Rodriguez 
Former Chief Product & Design Officer
Intuit Inc.
Board of Directors
Jay Ku 
Chief Revenue Officer

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