TrueCar Inc 2024年度报告

TRUECAR,INC.(Exact name of registrant as specified in its charter) (I.R.S. EmployerIdentification Number) 225 Santa Monica Blvd,12th FloorSanta Monica,California90401(Address of principal executive offices and Zip Code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter, was $282,455,081based upon the closing price reported for such date on the Nasdaq Global Select Market. As of February14, 2025, the registrant had87,256,034shares of common stock outstanding. Documents Incorporated by Reference Portions of the registrant’s Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part III of thisAnnual Report on Form 10-K to the extent stated herein. That Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of theregistrant’s fiscal year ended December 31, 2024. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement isnot deemed to be filed as part of this Form 10-K. TRUECAR, INC.FORM 10-K PART IItem 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures PART IIItem 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity SecuritiesReservedManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements with Accountants on Accounting and Financial DisclosureControls and ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspection PART IIIItem 10.Item 11.Item 12.Item 13.Item 14. Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and RelatedStockholder MattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accounting Fees and Services PART IVItem 15.Item 16. Exhibits and Financial Statement SchedulesForm 10-K SummarySignatures As used in this Annual Report on Form 10-K, the terms “TrueCar,” the “Company,” “we,” “us” and “our” refer to TrueCa