VRMMQ / Vroom, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 VROOM, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39315 90-1112566 (State or Other Jurisdiction of Incorporation) (Commission File Number

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 3.02 Unregistered Sales of Equity Securities. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 VROOM, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39315 90-1112566 (State or Other Jurisdiction of Incorporation) (Commission File Number

NOTE PURCHASE AGREEMENT

Execution Version NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 29, 2025, by and among Vroom, Inc.

Vroom Second quarter 2025 earnings august 2025

Exhibit 99.2 Vroom Second quarter 2025 earnings august 2025 Disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward- looking statements, including without limitatio

ARTICLE I. DEFINITIONS ARTICLE II. CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY ARTICLE III. REPRESENTATIONS AND WARRANTIES ARTICLE IV. COVENANTS OF SELLER ARTICLE V. REPURCHASES ARTICLE VI. MISCELLANEOUS

Exhibit 10.2 PURCHASE AGREEMENT between United Auto Credit Financing LLC Purchaser and UNITED AUTO CREDIT CORPORATION Seller Dated as of February 28, 2025 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 4 SECTION 1.1 General. 4 SECTION 1.2 Specific Terms. 4 SECTION 1.3 Usage of Terms. 5 SECTION 1.4 No Recourse. 5 SECTION 1.5 Action by or Consent of Noteholders and Certificateholders. 6 ARTICLE II. C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2025 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

Vroom Announces Second Quarter 2025 Results Continued Progress on Operational Initiatives and Improved Portfolio Performance at UACC

Exhibit 99.1 Vroom Announces Second Quarter 2025 Results Continued Progress on Operational Initiatives and Improved Portfolio Performance at UACC NEW YORK – August 7, 2025 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the second quarter ended June 30, 2025. HIGHLIGHTS OF SECOND QUARTER 2025 • $55.9 million consolidated total available liquidity(1) as of June 30, 2025, consisting

[Signature Page Follows]

Exhibit 10.7 May 12, 2025 Jonathan Sandison Delivered via email: [email protected] Dear Jon, We are pleased to continue your employment with Vroom, Inc. (“Vroom”) by entering into the terms of this employment letter (this “Employment Letter”). This Employment Letter shall supersede the terms and conditions of that certain letter previously entered into between you and Vroom, dated as of Septe

ARTICLE XI

Exhibit 10.3 UNITED AUTO CREDIT SECURITIZATION TRUST 2025-1 Class A [***]% Automobile Receivables Backed Notes Class B [***]% Automobile Receivables Backed Notes Class C [***]% Automobile Receivables Backed Notes Class D [***]% Automobile Receivables Backed Notes Class E [***]% Automobile Receivables Backed Notes - INDENTURE Dated as of February 28, 2025 - Computershare Trust Company, N.A. Indentu

SALE AND SERVICING UNITED AUTO CREDIT SECURITIZATION TRUST 2025-1, UNITED AUTO CREDIT FINANCING LLC, UNITED AUTO CREDIT CORPORATION, COMPUTERSHARE TRUST COMPANY, N.A., Backup Servicer and Indenture Trustee Dated as of February 28, 2025

Exhibit 10.6 SALE AND SERVICING AGREEMENT among UNITED AUTO CREDIT SECURITIZATION TRUST 2025-1, Issuer, UNITED AUTO CREDIT FINANCING LLC, Depositor, UNITED AUTO CREDIT CORPORATION, Servicer, and COMPUTERSHARE TRUST COMPANY, N.A., Backup Servicer and Indenture Trustee Dated as of February 28, 2025 TABLE OF CONTENTS Page ARTICLE I Definitions 5 SECTION 1.1. Definitions 5 SECTION 1.2. Other Definitio

Separation Agreement, dated as of May 15, 2025, between Agnieszka Zakowicz and Vroom, Inc.

Exhibit 10.8 May 15, 2025 By Email and/or Docusign to [email protected] Dear Agnieszka, I write about your separation from Vroom Automotive, LLC (the "Company"). This agreement, including Exhibit A (collectively referred to as the "Agreement") refers to the Company and Agnieszka Zakowicz ("you" and/or "Employee") collectively as the "Parties" or individually referred to as "Party", and

ARTICLE One DEFINITIONS; CONSTRUCTION ARTICLE Two LOANS ARTICLE Three SECURITY ARTICLE Four CONDITIONS OF CLOSING AND LOANS ARTICLE Five REPRESENTATIONS AND WARRANTIES ARTICLE Six COVENANTS ARTICLE Seven ADMINISTRATION AND SERVICING OF RECEIVABLES AR

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Conformed Through First Amendment to Warehouse Agreement dated as of September 8, 2023 Conformed Through Second Amendment to Warehouse Agreement dated as o

Article I. DEFINITIONS Article II. Organization Article III. CertificateS and Transfer of Interest Article IV. Voting Rights and Other Actions Article V. Authority and Duties of Owner Trustee Article VI. Concerning the Owner Trustee Article VII. Comp

Exhibit 10.4 AMENDED AND RESTATED TRUST AGREEMENT among UNITED AUTO CREDIT FINANCING LLC Depositor, COMPUTERSHARE TRUST COMPANY, N.A. Certificate Registrar and Certificate Paying Agent and Computershare Delaware Trust Company Owner Trustee Dated as of February 28, 2025 TABLE OF CONTENTS ARTICLE I. DEFINITIONS SECTION 1.1. Capitalized Terms SECTION 1.2. Other Definitional Provisions SECTION 1.3. Ow

CUSTODIAN AGREEMENT UNITED AUTO CREDIT CORPORATION, as Custodian, COMPUTERSHARE TRUST COMPANY, N.A., as Indenture Trustee Dated as of February 28, 2025

Exhibit 10.5 CUSTODIAN AGREEMENT between UNITED AUTO CREDIT CORPORATION, as Custodian, and COMPUTERSHARE TRUST COMPANY, N.A., as Indenture Trustee Dated as of February 28, 2025 THIS CUSTODIAN AGREEMENT, dated as of February 28, 2025 (this "Agreement"), is between UNITED AUTO CREDIT CORPORATION, as custodian (in such capacity, the "Custodian") and COMPUTERSHARE TRUST COMPANY, N.A., as indenture tru

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 07, 2025 VROOM, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39315 90-1112566 (State or Other Jurisdiction of Incorporation) (Comm

FORM 8-K Item 7.01 Regulation FD Disclosure.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 07, 2025 VROOM, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39315 90-1112566 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

Purchase Agreement by and between United Auto Credit Financing LLC, as purchaser, and United Auto Credit Corporation, as seller, dated as of February 28, 2025

Exhibit 10.8 PURCHASE AGREEMENT between United Auto Credit Financing LLC Purchaser and UNITED AUTO CREDIT CORPORATION Seller Dated as of February 28, 2025 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 4 SECTION 1.1 General. 4 SECTION 1.2 Specific Terms. 4 SECTION 1.3 Usage of Terms. 5 SECTION 1.4 No Recourse. 5 SECTION 1.5 Action by or Consent of Noteholders and Certificateholders. 6 ARTICLE II. C

First quarter 2025 earnings may 2025

First quarter 2025 earnings may 2025 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Custodian Agreement by and between United Auto Credit Corporation, as custodian, and Computershare Trust Company, N.A., as indenture trustee, dated as of February 28, 2025

Exhibit 10.11 CUSTODIAN AGREEMENT between UNITED AUTO CREDIT CORPORATION, as Custodian, and COMPUTERSHARE TRUST COMPANY, N.A., as Indenture Trustee Dated as of February 28, 2025 THIS CUSTODIAN AGREEMENT, dated as of February 28, 2025 (this "Agreement"), is between UNITED AUTO CREDIT CORPORATION, as custodian (in such capacity, the "Custodian") and COMPUTERSHARE TRUST COMPANY, N.A., as indenture tr

Indenture, dated as of February 28, 2025, by and between United Auto Credit Securitization Trust 2025-1 and Computershare Trust Company, N.A.

Exhibit 10.9 UNITED AUTO CREDIT SECURITIZATION TRUST 2025-1 Class A [***]% Automobile Receivables Backed Notes Class B [***]% Automobile Receivables Backed Notes Class C [***]% Automobile Receivables Backed Notes Class D [***]% Automobile Receivables Backed Notes Class E [***]% Automobile Receivables Backed Notes - INDENTURE Dated as of February 28, 2025 - Computershare Trust Company, N.A. Indentu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VR

Sale and Servicing Agreement by and among United Auto Credit Securitization Trust 2025-1, as issuer, United Auto Credit

Exhibit 10.12 SALE AND SERVICING AGREEMENT among UNITED AUTO CREDIT SECURITIZATION TRUST 2025-1, Issuer, UNITED AUTO CREDIT FINANCING LLC, Depositor, UNITED AUTO CREDIT CORPORATION, Servicer, and COMPUTERSHARE TRUST COMPANY, N.A., Backup Servicer and Indenture Trustee Dated as of February 28, 2025 TABLE OF CONTENTS Page ARTICLE I Definitions 5 SECTION 1.1. Definitions 5 SECTION 1.2. Other Definiti

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissio

Amended and Restated Trust Agreement by and among United Auto Financing LLC, as depositor, Computershare Trust Company, N.A., as certificate registrar and certificate paying agent, and Computershare Delaware Trust Company, as owner trustee, dated as of February 28, 2025

Exhibit 10.10 AMENDED AND RESTATED TRUST AGREEMENT among UNITED AUTO CREDIT FINANCING LLC Depositor, COMPUTERSHARE TRUST COMPANY, N.A. Certificate Registrar and Certificate Paying Agent and Computershare Delaware Trust Company Owner Trustee Dated as of February 28, 2025 TABLE OF CONTENTS ARTICLE I. DEFINITIONS SECTION 1.1. Capitalized Terms SECTION 1.2. Other Definitional Provisions SECTION 1.3. O

Letter Agreement, dated as of May 12, 2025, by and between Jonathan Sandison and Vroom Inc.

May 12, 2025 Jonathan Sandison Delivered via email: [email protected] Dear Jon, We are pleased to continue your employment with Vroom, Inc. (“Vroom”) by entering into the terms of this employment letter (this “Employment Letter”). This Employment Letter shall supersede the terms and conditions of that certain letter previously entered into between you and Vroom, dated as of September 27, 2022

Vroom Announces First Quarter 2025 Results Vroom Completes Recapitalization Positions the Company for Long-Term Growth

Exhibit 99.1 Vroom Announces First Quarter 2025 Results Vroom Completes Recapitalization Positions the Company for Long-Term Growth NEW YORK – May 14, 2025 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the first quarter ended March 31, 2025. HIGHLIGHTS OF FIRST QUARTER 2025 • $66.9 million consolidated total available liquidity(1) as of March 31, 2025 o $14.6 million cash and ca

Corporation, as servicer and custodian, a paying agent, the lender parties thereto, and Fifth Third, National Association, as administrative agent, as amended on March 28, 2025

Exhibit 10.6 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Conformed Through First Amendment to Warehouse Agreement dated as of September 8, 2023 Conformed Through Second Amendment to Warehouse Agreement dated as o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 VROOM, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39315 90-1112566 (State or Other Jurisdiction of Incorporation) (Commission File Number)

PROPOSAL ONE—ELECTION OF DIRECTORS CORPORATE GOVERNANCE ADDITIONAL INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

VROOM, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION

Exhibit 99.1 VROOM, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION Introduction The following unaudited pro forma consolidated financial information and explanatory notes (the “Pro Forma Financial Information”) for Vroom Inc. and its consolidated subsidiaries (collectively, “Vroom”, “the Company”, “we”, “us” and “our”) is provided for informational purposes only and gives effect to (i) our prepack

As filed with the U.S. Securities and Exchange Commission on March 26, 2025

As filed with the U.S. Securities and Exchange Commission on March 26, 2025 Registration No. 333-286032 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 5500 901112566 (State or other jurisdiction of incorporation or

Employment Letter, dated as of March 19, 2025, by and between Thomas Shortt and Vroom, Inc.

Exhibit 10.25 March 19, 2025 Thomas Shortt Delivered via email Re: Equity Compensation Dear Tom, As you know, on January 14, 2025, Vroom, Inc. (the “Company”) emerged under a chapter 11 plan of reorganization under the U.S. Bankruptcy Code (the “Restructuring”) to move forward in a stronger financial position. You are receiving this letter (“Letter Agreement”) because the Company has determined to

Financial Statements and Exhibits, Other Events

+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 26, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commi

March 26, 2025

Vroom, Inc. 4700 Mercantile Dr. Fort Worth, TX 76137 March 26, 2025 VIA EDGAR TRANSMISSION Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Scott Anderegg Re: Vroom, Inc. Registration Statement on Form S-1 (Registration No. 333-286032) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordan

Amended and Restated Executive Severance Plan, as amended and restated

Exhibit 10.15 AMENDED AND RESTATED VROOM, INC. EXECUTIVE SEVERANCE PLAN Effective March 1, 2021 Amended and Restated on May 20, 2022 As subsequently Amended and Restated on March 8, 2024 1. Establishment and Purpose The Vroom, Inc. Executive Severance Plan (the “Plan”), originally established by the Board of Directors of Vroom, Inc. (the “Board”) effective March 1, 2021, as amended and restated in

As filed with the U.S. Securities and Exchange Commission on March 21, 2025

As filed with the U.S. Securities and Exchange Commission on March 21, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 5500 901112566 (State or other jurisdiction of incorporation or organization) (Primary St

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) VROOM, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity C

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 VROOM, INC. (Exact Name of Registrant as Specified in Its Charter)

As filed with the Securities and Exchange Commission on March 11, 2025 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) VROOM, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Vroom, Inc. Amended and Restated 2020 I

Loan and Security Agreement, dated as of March 7, 2025, by and among Vroom, Inc., as borrower, Darkwater Funding, LLC, as borrower, United Auto Credit Corporation, as borrower, Mudrick Capital Management, L.P. as administrative agent, and the lender parties hereto, entered into on March 8, 2025

Execution Version LOAN AND SECURITY AGREEMENT dated as of March 7, 2025 among VROOM, INC.

Amended and Restated 2020 Incentive Award Plan

AMENDED 2020 INCENTIVE AWARD PLAN VROOM, INC. 2020 INCENTIVE AWARD PLAN (as amended and restated on June 13, 2024) (as subsequently amended and restated on January 14, 2025) Article 1. PURPOSE The purpose of the Vroom, Inc. 2020 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Vroom, Inc. (the “Company”) by lin

Amended and Restated Executive Severance Plan, as amended and restated

AMENDED AND RESTATED VROOM, INC. EXECUTIVE SEVERANCE PLAN Effective March 1, 2021 Amended and Restated on May 20, 2022 As subsequently Amended and Restated on March 8, 2024 1. Establishment and Purpose The Vroom, Inc. Executive Severance Plan (the “Plan”), originally established by the Board of Directors of Vroom, Inc. (the “Board”) effective March 1, 2021, as amended and restated in its entirety

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

Warehouse Agreement, dated as of November 19, 2013, by and among UACC Auto Financing Trust IV, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, the agent parties thereto and JPMorgan Chase Bank, N.A. as administrative agent, as amended through March 8, 2025

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10).

Vroom, Inc. Insider Trading Compliance Policy

VROOM, INC. INSIDER TRADING COMPLIANCE POLICY (As of March 10, 2025) I. OVERVIEW Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of Vroom, Inc. (the “Company”) as well as that of all persons affiliated with the Company. “Insider trading” occurs when any person purchases or sells a security while in possession of inside information

Board Observer Agreement by and between Vroom, Inc. and Jason Mudrick, dated February 18, 2025

BOARD OBSERVER AGREEMENT This BOARD OBSERVER AGREEMENT, dated as of February 18, 2025 (this “Agreement”), is entered into by and among Vroom, Inc.

Vroom Announces Fourth Quarter and Full Year 2024 Results Vroom Completes Recapitalization Positions the Company for Long-Term Growth

Exhibit 99.1 Vroom Announces Fourth Quarter and Full Year 2024 Results Vroom Completes Recapitalization Positions the Company for Long-Term Growth NEW YORK – March 11, 2025 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2024. HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2024 • $57.5 million consolidated total cash and excess liq

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Vroom, Inc. Legal Name of Subsidiary Jurisdiction of Organization AAGP, LLC d/b/a Vroom Texas Vroom Automotive, LLC d/b/a Texas Direct Auto and Vroom and f/k/a Left Gate Property Holding, LLC Texas Vroom Logistics, LLC Delaware CarStory, LLC Delaware Vast.com, Inc. d/b/a CarStory California Vast D.O.O. Serbia Vroom Transportation Services, LLC Delaware Vroom Finance Ho

Restated Certificate of Incorporation of Vroom, Inc.

RESTATED CERTIFICATE OF INCORPORATION OF VROOM, INC. The name of the corporation is Vroom, Inc. (the “Corporation”). The Corporation was originally incorporated by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Corporation filed an Amended and Restated Cert

Certificate of Change of Registered Agent and/or Registered Office

STATE OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VROOM,

Description of Registrant’s Securities

Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary describes the material provisions of the common stock of Vroom, Inc. (“we”, “our”, the “Company”) that is registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of our common stock, we urge you to read our rest

vroom fourth quarter and full year 2024 earnings march 2025

Exhibit 99.2 vroom fourth quarter and full year 2024 earnings march 2025 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including witho

Joint Filer Information

Exhibit 2 Joint Filer Information Name of Joint Filer: Mudrick Capital Management, L.

vroom fourth quarter 2024 update february 2025

Exhibit 99.2 vroom fourth quarter 2024 update february 2025 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 19, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

BOARD OBSERVER AGREEMENT

Exhibit 1 BOARD OBSERVER AGREEMENT This BOARD OBSERVER AGREEMENT, dated as of February 18, 2025 (this “Agreement”), is entered into by and among Vroom, Inc.

Vroom Provides Update on Relisting of Common Stock and Q4 2024 Liquidity

Press Release Vroom Provides Update on Relisting of Common Stock and Q4 2024 Liquidity February 19, 2025 NEW YORK-(BUSINESS WIRE)-Vroom, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vroom, Inc. (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vroom, Inc. (Exact name of registrant as specified in its charter) Delaware 901112566 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4700 Mercan

Joint Filer Information

Exhibit 1 Joint Filer Information Name of Joint Filer: Mudrick Capital Management, L.

Warrant Agreement, dated as of January 14, 2025, between Vroom, Inc. and Equinity Trust Company, LLC

WARRANT AGREEMENT between VROOM, inc. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Dated as of January 14, 2025 Warrants To Purchase Common Stock TABLE OF CONTENTS Page 1.Definitions 1 2.Warrant Certificates 5 2.1 Original Issuance of Warrants 5 2.2 Form of Warrant Certificates 5 2.3 Execution and Delivery of Warrant Certificates 6 3.Exercise and Expiration of Warrants 6 3.1 Right to Acquire

Amended and Restated Bylaws of Vroom, Inc.

AMENDED AND RESTATED BYLAWS OF VROOM, INC. (a Delaware corporation) Adopted on January 14, 2025 TABLE OF CONTENTS Page Article I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 Article II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 ADVANCE NOTICE PROCEDURE

Vroom Completes Recapitalization Positions the Company for Long-Term Growth

Press Release Vroom Completes Recapitalization Positions the Company for Long-Term Growth January 14, 2025 NEW YORK-(BUSINESS WIRE)-Vroom, Inc.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commis

Prepackaged Plan of Reorganization for Vroom, Inc. Under Chapter 11 of the Bankruptcy Code

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § VROOM, INC.

Amended and Restated Certificate of Incorporation of Vroom, Inc.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VROOM, INC. The name of the corporation is Vroom, Inc. (the “Corporation”). The Corporation was originally incorporated by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Corporation filed an Amended and R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 2, 2025 VROOM, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 2, 2025 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commis

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 21, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

VRM / Vroom, Inc. / CGP2 Managers, L.L.C. - SC 13D/A Activist Investment

SC 13D/A 1 tm2428558d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* VROOM, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title Class of Securities) 92918V109 (CUSIP Number) Daniel Reid Catterton Management Company, L.L.C. 599 West Putnam Avenue Greenwich, CT 068

Dated as of November [ • ], 2024 Notice of (I) Commencement of Prepackaged Case under Chapter 11 of the Bankruptcy Code, (II) Combined Hearing on the Disclosure Statement, Confirmation of the “Prepackaged” Chapter 11 Plan, and Related Matters, and (I

Exhibit 99.2 Dated as of November [ • ], 2024 Notice of (I) Commencement of Prepackaged Case under Chapter 11 of the Bankruptcy Code, (II) Combined Hearing on the Disclosure Statement, Confirmation of the “Prepackaged” Chapter 11 Plan, and Related Matters, and (III) Objection Deadlines -and- Summary of Prepackaged Chapter 11 Plan THE BANKRUPTCY COURT HAS GRANTED THE SOLICITATION PROCEDURES ORDER A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § VROOM, INC., § Case No. 24-[ • ] ([ • ]) § Debtor.1 § § DISCLOSURE STATEMENT FOR THE PREPACKAGED PLAN OF REORGANIZATION FOR VROOM, INC.

Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § VROOM, INC., § Case No. 24-[ • ] ([ • ]) § Debtor.1 § § DISCLOSURE STATEMENT FOR THE PREPACKAGED PLAN OF REORGANIZATION FOR VROOM, INC. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE Porter Hedges LLP John F. Higgins Eric M. English M. Shane Johnson 1000 Main St., 36th Floor Hous

Regulation FD Disclosure, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

Vroom third quarter 2024 earnings november 2024

Exhibit 99.2 Vroom third quarter 2024 earnings november 2024 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitatio

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

Vroom Announces Third Quarter 2024 Results Reaches an Agreement to Recapitalize Debt Positions the Company for Long-Term Growth

Exhibit 99.1 Vroom Announces Third Quarter 2024 Results Reaches an Agreement to Recapitalize Debt Positions the Company for Long-Term Growth NEW YORK – November 12, 2024 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the third quarter ended September 30, 2024. HIGHLIGHTS OF THIRD QUARTER 2024 • $51.1 million cash and cash equivalents as of September 30, 2024 • $32.9 million of li

Restructuring Support Agreement, dated November 12, 2024

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT (NOR SHALL IT BE CONSTRUED AS) AN OFFER TO SELL OR BUY, OR THE SOLICITATION OF AN OFFER TO SELL OR BUY, ANY SECURITIES OR AN ACCEPTANCE OR SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3931

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Com

Financing and Contract Servicing Full eCommerce Platform Assets Industry Leading Data, AI and Technology Long-Term Strategic Plan September 23, 2024

Exhibit 99.1 Financing and Contract Servicing Full eCommerce Platform Assets Industry Leading Data, AI and Technology Long-Term Strategic Plan September 23, 2024 Disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to ma

Employment Letter, dated as of July 23, 2024, between Anna-Lisa Corrales and Vroom, Inc.

July 23, 2024 Ms. Anna-Lisa Corrales Delivered via email Dear Anna-Lisa: We are pleased to offer you employment with Vroom, Inc. (“Vroom”) by entering into the terms of this employment letter (this “Employment Letter”). Position: Chief Legal Officer, Chief Compliance Officer and Secretary, reporting directly to the Chief Executive Officer of Vroom. Transition Date: Effective August 23, 2024 (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VRO

Separation Agreement, dated as of May 7, 2024, by and between C. Denise Stott and Vroom, Inc.

Exhibit 10.2 May 7, 2024 By Email and/or DocuSign to [email protected] C. Denise Stott 67 Adams Street Garden City, NY 11530 Dear Denise: I write about your separation from Vroom, Inc. (“Company”). This agreement, including Exhibit A and Exhibit B (collectively referred to as the “Agreement”) refers to the Company and C. Denise Stott (“you” and/or “Executive”) collectively as the “Parties” or

second quarter 2024 earnings august 2024 vroom

Exhibit 99.2 second quarter 2024 earnings august 2024 vroom Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

Separation Agreement, dated as of May 7, 2024, by and between Robert R. Krakowiak and Vroom, Inc.

Exhibit 10.1 May 7, 2024 By Email and/or DocuSign to [email protected] Robert R. Krakowiak 633 Natalie Lane Northville, MI 48167 Dear Robert: I write about your separation from Vroom, Inc. (“Company”). This agreement, including Exhibit A and Exhibit B (collectively referred to as the “Agreement”) refers to the Company and Robert R. Krakowiak (“you” and/or “Executive”) collectively as the “Part

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 VROOM, INC. (Exact Name of Registrant as Specified in Its Charter)

As filed with the Securities and Exchange Commission on August 8, 2024 Registration No.

Vroom Announces Second Quarter 2024 Results Continued Progress on Operational Initiatives and Improved Portfolio Performance at UACC

Exhibit 99.1 Vroom Announces Second Quarter 2024 Results Continued Progress on Operational Initiatives and Improved Portfolio Performance at UACC NEW YORK – August 8, 2024 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the second quarter ended June 30, 2024. HIGHLIGHTS OF SECOND QUARTER 2024 • $63.4 million cash and cash equivalents as of June 30, 2024 • $34.0 million of liquidit

Employment Letter, dated as of May 7, 2024, by and between Agnieszka Zakowicz and Vroom, Inc.

Exhibit 10.3 May 7, 2024 Agnieszka Zakowicz Delivered via email Dear Agnieszka: We are pleased to continue your employment with Vroom, Inc. (“Vroom”) by entering into the terms of this employment letter (this “Employment Letter”). This Employment Letter shall supersede the terms and conditions of that certain offer letter previously entered into between you and Vroom, dated as of January 29, 2019

Separation and Consulting Agreement, dated as of July 23, 2024, between Patricia Moran and Vroom, Inc.

July 23, 2024 By Email and/or DocuSign to [email protected] Ms. Patricia Moran 1111 Park Ave. Apt 8B New York, NY 10128 Dear Patricia: I write about your separation from Vroom, Inc. (the “Company”). This agreement, including Exhibit A hereto (collectively referred to as the “Agreement”), refers to the Company and Patricia Moran (“you” and/or “Executive”) collectively as the “Parties” or individ

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) VROOM, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Vroom, Inc. 2020 Incentive Award Plan E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2024 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2024 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

Vroom, Inc. 2020 Incentive Award Plan, as amended and restated on June 13, 2023.

ANNEX A AMENDED 2020 INCENTIVE AWARD PLAN VROOM, INC. 2020 INCENTIVE AWARD PLAN (as amended and restated on June 13, 2024) ARTICLE 1. PURPOSE The purpose of the Vroom, Inc. 2020 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Vroom, Inc. (the “Company”) by linking the individual interests of Directors, Employe

first quarter 2024 earnings may 2024 (Company Logo)

first quarter 2024 earnings may 2024 (Company Logo) Forward Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Vroom Announces First Quarter 2024 Results Successfully Completed UACC Securitization Transaction in April 2024 Continued Progress on UACC Origination Performance

Exhibit 99.1 Vroom Announces First Quarter 2024 Results Successfully Completed UACC Securitization Transaction in April 2024 Continued Progress on UACC Origination Performance NEW YORK – May 10, 2024 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the first quarter ended March 31, 2024. HIGHLIGHTS OF FIRST QUARTER 2024 • $91.0 million cash and cash equivalents as of March 31, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2024 VROOM, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissio

Amended and Restated Warehouse Agreement, dated as of July 16, 2013, by and among UACC Auto Fianancing Trust III, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parities thereto, the agent parties thereto, and Wells Fargo Bank, National Association as administrative agent, as amended through November 30, 2023

Exhibit 10.2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. UACC AUTO FINANCING TRUST III, as Borrower, UNITED AUTO CREDIT CORPORATION, as Servicer and Custodian, [***], as Backup Servicer and Account Bank, the LEND

Amended and Restated Warehouse Agreement, dated as of March 29, 2021, by and among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, and Capital One, N.A. as administrative agent, as amended through August 31, 2023

Exhibit 10.3 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. UACC AUTO FINANCING TRUST V, as Borrower, UNITED AUTO CREDIT CORPORATION, as Servicer and Custodian, [***], as Backup Servicer and Account Bank, the LENDER

Warehouse Agreement, dated as of November 19, 2013, by and among UACC Auto Financing Trust IV, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, the agent parties thereto, and JPMorgan Chase Bank, N.A. as administrative agent, as amended through December 15, 2023

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. CONFORMED COPY Amendment No. 1 dated as of May 16, 2014 Amendment No. 2 dated as of November 20, 2014 Amendment No. 3 dated as of February 2, 2015 Amendmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VR

Warehouse Agreement, dated as of November 18, 2022, by and among VFS Near Prime Trust I, as borrower, United Auto Credit Corporation, as servicer and custodian, a paying agent, the lender parties thereto, and Fifth Third Bank, National Association, as administrative agent, as amended through October 20, 2023

Exhibit 10.4 Conformed Through Second Amendment to Warehouse Agreement dated as of October 20, 2023 VFS NEAR PRIME TRUST I, as Borrower, UNITED AUTO CREDIT CORPORATION, as Servicer and Custodian, [***], as Paying Agent, the LENDERS from time to time parties hereto, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent WAREHOUSE AGREEMENT Dated as of November 18, 2022 Table of Content

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2024 VROOM, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated April 29, 2024.

April 29, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Vroom, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Vroom, Inc. dated April 26, 2024. We agree with the statements concerning our Firm contained therein. Very truly y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2024 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

VROOM, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION

Exhibit 99.1 VROOM, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION 1. Overview On January 22, 2024, Vroom Inc. ("Company") announced that its Board of Directors ("Board") had approved a Value Maximization Plan, pursuant to which the Company discontinued its ecommerce operations and wound down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize sta

Letter Agreement dated as of March 11, 2024, by and between Robert Ronald Krakowiak and Vroom, Inc.

EXHIBIT 10.26 March 11, 2024 Robert Ronald Krakowiak Delivered via email Re: Amendment to Compensation Arrangements Dear Robert, You are receiving this letter (“Letter Agreement”) because the Compensation Committee of the Board of Directors of Vroom, Inc. (the “Company”) has determined to modify the terms of your compensation package with the Company, including as relates to your outstanding restr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VROOM,

Vroom Announces Fourth Quarter and Full Year 2023 Results Substantial Progress on Value Maximization Plan

Exhibit 99.1 Vroom Announces Fourth Quarter and Full Year 2023 Results Substantial Progress on Value Maximization Plan NEW YORK – March 13, 2024 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2023. HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2023 • $135.6 million cash and cash equivalents as of December 31, 2023 • 4,780 and 17,

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) VROOM, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Vroom, Inc. 2020 Incentive Award Plan E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 VROOM, INC. (Exact Name of Registrant as Specified in Its Charter)

As filed with the Securities and Exchange Commission on March 13, 2024 Registration No.

Second Amendment to Amended and Restated Inventory Financing and Security Agreement, dated January 19, 2024, by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc.

Exhibit 10.18 SECOND AMENDMENT TO AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Second Amendment to Amended and Restated Inventory Financing and Security Agreement (“Amendment”) is effective as of January 19, 2024 (the “Amendment Effective Date”), and is made by and among the following parties: A. Ally Bank (Ally Capital in Hawaii, Mississipp

Agreement of Termination of Amended and Restated Inventory Financing and Security Agreement and Credit Balance Agreement, dated March 12, 2024 by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc.

Exhibit 10.19 AGREEMENT OF TERMINATION OF AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT AND CREDIT BALANCE AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Agreement of Termination of Amended and Restated Inventory Financing and Security Agreement and Credit Balance Agreement (“Termination Agreement”) is effective as of March 12, 2024 (the “Effective Date”), and is made by and amo

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Vroom, Inc. Legal Name of Subsidiary Jurisdiction of Organization AAGP, LLC d/b/a Vroom Texas Vroom Automotive, LLC d/b/a Texas Direct Auto and Vroom and f/k/a Left Gate Property Holding, LLC Texas Vroom Logistics, LLC Delaware CarStory, LLC Delaware Vast.com, Inc. d/b/a CarStory California Vast D.O.O. Serbia Vroom Transportation Services, LLC Delaware Vroom Finance Ho

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or or

Letter Agreement dated as of March 11, 2024, by and between Thomas Shortt and Vroom, Inc.

EXHIBIT 10.25 March 11, 2024 Thomas Shortt Delivered via email Re: Amendment to Compensation Arrangements Dear Thomas, You are receiving this letter (“Letter Agreement”) because the Compensation Committee of the Board of Directors of Vroom, Inc. (the “Company”) has determined to modify the terms of your compensation package with the Company, including as relates to your outstanding restricted stoc

Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97.1 VROOM, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION The Board of Directors (the “Board”) of Vroom, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined in the text of this Policy are defined in

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

vroom Fourth Quarter and Full Year 2023 Earnings March 2024

Exhibit 99.2 vroom Fourth Quarter and Full Year 2023 Earnings March 2024 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including witho

Letter Agreement dated as of March 11, 2024, by and between Patricia Moran and Vroom, Inc.

EXHIBIT 10.27 March 11, 2024 Patricia Moran Delivered via email Re: Amendment to Compensation Arrangements Dear Patricia, You are receiving this letter (“Letter Agreement”) because the Compensation Committee of the Board of Directors of Vroom, Inc. (the “Company”) has determined to modify the terms of your compensation package with the Company, including as relates to your outstanding restricted s

Amended and Restated Executive Severance Plan, as amended and restated

Exhibit 10.15 AMENDED AND RESTATED VROOM, INC. EXECUTIVE SEVERANCE PLAN Effective March 1, 2021 Amended and Restated on May 20, 2022 As subsequently Amended and Restated on March 8, 2024 1. Establishment and Purpose The Vroom, Inc. Executive Severance Plan (the “Plan”), originally established by the Board of Directors of Vroom, Inc. (the “Board”) effective March 1, 2021, as amended and restated in

VRM / Vroom, Inc. / Antara Capital LP Passive Investment

SC 13G/A 1 formsc13gavroominc.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vroom, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92918V109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2024 VROOM, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Vroom, Inc., dated February 13, 2024.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VROOM, INC. Vroom, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted recommending a

Other Events, Submission of Matters to a Vote of Security Holders

yes UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 5, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (C

Vroom Announces Wind-Down of Ecommerce Used Vehicle Operations

EX-99.1 Exhibit 99.1 Vroom Announces Wind-Down of Ecommerce Used Vehicle Operations HOUSTON—(BUSINESS WIRE) –January 22, 2024—Vroom, Inc. (Nasdaq:VRM) (Vroom, or the Company), a leading ecommerce platform for buying and selling used vehicles, today announced that it is discontinuing its ecommerce operations and winding down its used vehicle dealership business in order to preserve liquidity and en

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2024 VROOM, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2024 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Vroom Files Preliminary Proxy Statement for Reverse Stock Split

Exhibit 99.1 Vroom Files Preliminary Proxy Statement for Reverse Stock Split HOUSTON-(BUSINESS WIRE)- Dec. 22, 2023 - Vroom, Inc. (Nasdaq: VRM) (“Vroom,” the “Company,” “us,” “we” and “our”), a leading e-commerce platform for buying and selling used vehicles, today announced it has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) regarding a special

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 21, 2023 VROOM, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 21, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

Vroom Announces “At The Market” (ATM) Equity Offering Program

Exhibit 99.1 Vroom Announces “At The Market” (ATM) Equity Offering Program Houston, Texas, December 1, 2023 (BUSINESS WIRE) —Vroom, Inc. (Nasdaq: VRM), (“Vroom” or the “Company) a leading e-commerce platform for buying and selling used vehicles, today announced it has filed a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) under which it may offer and sell from t

Vroom, Inc. Up to $50,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.: 333-267361 Prospectus Supplement (To Prospectus dated September 9, 2022) Vroom, Inc. Up to $50,000,000 Common Stock We have entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Virtu Americas LLC (the “Sales Agent”) relating to shares of our common stock, par value $0.001 per share, offer

Equity Distribution Agreement, dated as of December 1, 2023, by and between Vroom, Inc. and Virtu Americas LLC.

Exhibit 1.1 VROOM, INC. Common Stock ($0.001 par value) Having an Aggregate Offering Price of up to $50,000,000 Equity Distribution Agreement December 1, 2023 Virtu Americas LLC 1633 Broadway 41st Floor New York, New York 10019 Ladies and Gentlemen: Vroom, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Virtu Americas LLC (“Virtu”) (the “Manager”) 1. Des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2023 VROOM, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commi

vroom Third Quarter 2023 Earnings November 7

Exhibit 99.2 vroom Third Quarter 2023 Earnings November 7th, 2023 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limi

Vroom Announces Third Quarter 2023 Results Continued Progress on Long-Term Roadmap Driving Unit Growth, GPPU Improvement and Cost Reductions

Exhibit 99.1 Vroom Announces Third Quarter 2023 Results Continued Progress on Long-Term Roadmap Driving Unit Growth, GPPU Improvement and Cost Reductions NEW YORK – November 7, 2023 – Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the third quarter ended September 30, 2023. HIGHLIGHTS OF THIRD QUARTER 2023 VERSUS S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3931

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commi

First Amendment to Amended and Restated Inventory Financing and Security Agreement, dated August 1, 2023, by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc.

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. FIRST AMENDMENT TO AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This First Amendment to Amended and Restat

Vroom Announces Second Quarter 2023 Results Continued Progress on Long-Term Roadmap Driving GPPU Improvement and Cost Reductions

Exhibit 99.1 Vroom Announces Second Quarter 2023 Results Continued Progress on Long-Term Roadmap Driving GPPU Improvement and Cost Reductions NEW YORK – August 8, 2023 – Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the second quarter ended June 30, 2023. HIGHLIGHTS OF SECOND QUARTER 2023 VERSUS FIRST QUARTER 2023

vroom Second Quarter 2023 Earnings August 2023

Exhibit 99.2 vroom Second Quarter 2023 Earnings August 2023 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2023 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 VROOM, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VR

Vroom First Quarter 2023 Earnings May2023

Exhibit 99.2 Vroom First Quarter 2023 Earnings May2023 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, sta

Vroom Announces First Quarter 2023 Results Continued Progress on Long-Term Roadmap Driving GPPU Improvement and Cost Reductions

Exhibit 99.1 Vroom Announces First Quarter 2023 Results Continued Progress on Long-Term Roadmap Driving GPPU Improvement and Cost Reductions NEW YORK – May 9, 2023 – Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the first quarter ended March 31, 2023. HIGHLIGHTS OF FIRST QUARTER 2023 VERSUS FOURTH QUARTER 2022 • E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 14, 2023 VROOM, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 14, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) VROOM, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Vroom, Inc. 2020 Incentive Award Plan E

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Vroom, Inc. Legal Name of Subsidiary Jurisdiction of Organization AAGP, LLC d/b/a Vroom Texas Vroom Automotive, LLC d/b/a Texas Direct Auto and Vroom and f/k/a Left Gate Property Holding, LLC Texas Nations Drive, LLC Texas Vroom Logistics, LLC Delaware CarStory, LLC Delaware Vast.com, Inc. d/b/a CarStory California Vast D.O.O. Serbia Vroom Transportation Services, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VROOM,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 VROOM, INC. (Exact Name of Registrant as Specified in Its Charter)

As filed with the Securities and Exchange Commission on March 2, 2023 Registration No.

Vroom Announces Fourth Quarter and Full Year 2022 Results Significant Sequential Cost Reductions and Continued Progress on Long-Term Roadmap

Exhibit 99.1 Vroom Announces Fourth Quarter and Full Year 2022 Results Significant Sequential Cost Reductions and Continued Progress on Long-Term Roadmap NEW YORK – February 28, 2023 – Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the fourth quarter and fiscal year ended December 31, 2022. HIGHLIGHTS OF FOURTH QUA

Vroom Fourth Quarter 2022 Earnings February 2023

Exhibit 99.2 Vroom Fourth Quarter 2022 Earnings February 2023 Disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 VROOM, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Antara Capital LP, Antara Capital GP LLC and Himanshu Gulati, on behalf of each of them of any filing required by such party under Section 13 or Section 16 of

VRM / Vroom Inc / Antara Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

VRM / Vroom Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02210-vroominc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Vroom Inc. Title of Class of Securities: Common Stock CUSIP Number: 92918V109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2023 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 16, 2022 VROOM, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 16, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

VRM / Vroom Inc / Spyglass Capital Management Llc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Amended and Restated Inventory Financing and Security Agreement, dated November 4, 2022 by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc.

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Amended and Restated Inventory Financing and Security Ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3931

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2022 VROOM, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commi

Vroom Announces Record Ecommerce Gross Profit Per Unit of $4,206 Continued Progress on Long-Term Roadmap

Exhibit 99.1 Vroom Announces Record Ecommerce Gross Profit Per Unit of $4,206 Continued Progress on Long-Term Roadmap NEW YORK – November 7, 2022 – Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the third quarter ended September 30, 2022. HIGHLIGHTS OF THIRD QUARTER 2022 VERSUS SECOND QUARTER 2022 • Ecommerce gross

Third Quarter2022 Earnings

Exhibit 99.2 vroom Third Quarter2022 Earnings November 2022 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2022 VROOM, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commi

Online Automotive Retailer Vroom Announces Changes to Board of Directors Timothy M. Crow Replaces Outgoing Director Fred Terrell and Brings Decades of Human Capital Management and Corporate Leadership to the Board

Exhibit 99.1 Online Automotive Retailer Vroom Announces Changes to Board of Directors Timothy M. Crow Replaces Outgoing Director Fred Terrell and Brings Decades of Human Capital Management and Corporate Leadership to the Board HOUSTON (October 28, 2022) - Vroom (www.vroom.com), a leading ecommerce platform for buying and selling used vehicles, today announced the appointment of Timothy M. Crow to

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 1, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 901112566 (State or other jurisdiction of incorporation or organization) (Commi

Vroom, Inc. 3600 W Sam Houston Pkwy S, Floor 4 Houston, Texas 77042

Vroom, Inc. 3600 W Sam Houston Pkwy S, Floor 4 Houston, Texas 77042 September 16, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Vroom, Inc. Registration Statement on Form S-3 File No. 333-267361 To the addressees set forth above: Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the

As filed with the Securities and Exchange Commission on September 9, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 9, 2022 Registration No.

VROOM, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 VROOM, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On February 1, 2022, Vroom, Inc. (the ?Company?) completed the acquisition of Unitas Holdings Corp. ("UHC"), now known as Vroom Finance Corporation, a Delaware corporation, including its wholly owned subsidiaries United Auto Credit Corporation ("UACC") and United PanAm Financial Corp. ("UPFC"), the direct parent

Independent Auditor’s Report

Exhibit 99.1 United PanAm Financial Corp. and Subsidiaries Consolidated Financial Report December 31, 2021 and 2020 Contents Independent Auditor?s Report 1-2 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Stockholder?s Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial State

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the indenture filed as Exhibit 4.6 above.

Exhibit 4.6 VROOM, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issuable in Series 6 Section 2.2. Establishment of Ter

Filing Fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vroom, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be

Vroom Second Quarter 2022 Earnings August 2022

Exhibit 99.2 Vroom Second Quarter 2022 Earnings August 2022 disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commiss

Vroom Announces Record Ecommerce Gross Profit Per Unit of $3,629 Substantial Progress on Long-Term Roadmap

Exhibit 99.1 Vroom Announces Record Ecommerce Gross Profit Per Unit of $3,629 Substantial Progress on Long-Term Roadmap NEW YORK ? August 8, 2022 ? Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the second quarter ended June 30, 2022. HIGHLIGHTS OF SECOND QUARTER 2022 VERSUS FIRST QUARTER 2022 ? Ecommerce gross pro

Amended and Restated Non-Employee Director Compensation Policy

Exhibit 10.9 Vroom, Inc. Amended and Restated Non-Employee Director Compensation Policy Adopted May 28, 2020 Amended and Restated June 14, 2022 Non-employee members of the board of directors (the ?Board?) of Vroom, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Amended and Restated Non-Employee Director Compensation Policy (this ?Policy?). The c

Form of Stock Option Grant Notice and Stock Option Agreement pursuant to the 2020 Incentive Award Plan

Exhibit 10.4 VROOM, INC. 2020 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Vroom, Inc., a Delaware corporation (the ?Company?), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?) an option to purchase the number of Shares set forth below (the ?Option?). The Option is subject to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39315 VRO

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

Vroom announces pricing of UACC auto loan securitization

Exhibit 99.1 Vroom announces pricing of UACC auto loan securitization NEW YORK, NY (July 15, 2022) - Vroom (NASDAQ: VRM), an innovative ecommerce platform that offers a better way to buy and sell used vehicles, today announced that United Auto Credit Corporation (UACC), an indirect wholly-owned subsidiary of the company, priced an auto loan securitization of $255.080 million in aggregate principal

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

Separation Agreement, dated as of June 30, 2022, by and between Mark E. Roszkowski and Vroom, Inc.

Exhibit 10.1 EXECUTION VERSION SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (?Agreement?) dated as of June 30, 2022 is by and between Mark E. Roszkowski (the ?Undersigned? or ?Executive?) and Vroom, Inc. (the ?Company?). This Agreement refers to the Company and the Executive as the ?Parties? and to the Amended and Restated Vroom, Inc. Executive Severance Plan, Amended and

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissi

Form of Stock Option Agreement pursuant to the 2022 Inducement Award Plan

Exhibit 99.3 VROOM, INC. 2022 INDUCEMENT AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Vroom, Inc., a Delaware corporation (the ?Company?), pursuant to its 2022 Inducement Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?) an option to purchase the number of Shares set forth below (the ?Option?). The Option is subject t

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissio

1 Vroom Investor Day Our Long-Term Roadmap and Financial Goals

1 Vroom Investor Day Our Long-Term Roadmap and Financial Goals May 2022 2 safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Amended and Restated Executive Severance Plan

Exhibit 10.1 AMENDED AND RESTATED VROOM, INC. EXECUTIVE SEVERANCE PLAN Effective March 1, 2021 Amended and Restated on May 20, 2022 1. Establishment and Purpose The Vroom, Inc. Executive Severance Plan (the ?Plan?), originally established by the Board of Directors of Vroom, Inc. (the ?Board?) effective March 1, 2021, as amended, is hereby amended and restated in its entirety effective May 20, 2022

Filing Fee Table

Exhibit 107.1 CALCULATION OF REGISTRATION FEE FORM S-8 (Form Type) VROOM, INC. (Exact name of registrant as specified in its charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2022 Inducement Award Plan Equity Com

As filed with the Securities and Exchange Commission on May 26, 2022

As filed with the Securities and Exchange Commission on May 26, 2022 Registration No.

Amended Offer Letter, dated as of May 20, 2022, by and between Robert R. Krakowiak and Vroom, Inc.

Exhibit 10.2 May 20, 2022 Robert Krakowiak Dear Robert: This letter amends the offer letter of employment between you and Vroom, Inc. (?Company?) dated September 13, 2021 (?Offer Letter?). The bulleted paragraph labeled ?Annual Grants? is hereby amended to delete the first sentence of such paragraph and insert in lieu thereof the following: ?Subject to your continued employment with Vroom through

2022 Inducement Award Plan

Exhibit 99.1 VROOM, INC. 2022 INDUCEMENT AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Vroom, Inc. 2022 Inducement Award Plan (as it may be amended or restated from time to time, the ?Plan?) is to promote the success and enhance the value of Vroom, Inc. (the ?Company?) by linking the individual interests of Eligible Individuals to those of Company stockholders and by providing such individuals

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commissio

Form of Restricted Stock Unit Agreement pursuant to the 2022 Inducement Award Plan

Exhibit 99.2 RESTRICTED STOCK UNIT AGREEMENT RESTRICTED STOCK UNIT AGREEMENT, dated as of [XX], 2022 (this ?Agreement?), by and between Vroom, Inc., a Delaware corporation (the ?Company?), and [Participant Name] (the ?Participant?). R E C I T A L S: WHEREAS, the Company desires to grant to the Participant restricted stock units (each a ?Restricted Stock Unit?) pursuant to its 2022 Inducement Award

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 vrm2022proxysupplemen.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Prelimin

Employment Letter, dated as of May 9, 2022, by and between Thomas Shortt and Vroom, Inc.

Exhibit 10.1 May 9, 2022 Thomas Shortt Delivered via email Dear Tom: We are pleased to continue your employment with Vroom, Inc. (?Vroom?) by entering into the terms of this employment letter (this ?Employment Letter?). This Employment Letter shall supersede the terms and conditions of that certain offer letter previously entered into between you and Vroom, dated as of December 2021 (the ?Prior Le

Vroom First Quarter 2022 Earnings May 2022

Exhibit 99.2 Vroom First Quarter 2022 Earnings May 2022 Disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, st

Vroom Exceeds Q1 Guidance Across All Key Financial Metrics Vroom Announces Business Realignment Plan

Exhibit 99.1 Vroom Exceeds Q1 Guidance Across All Key Financial Metrics Vroom Announces Business Realignment Plan NEW YORK ? May 9, 2022 ? Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today announced financial results for the first quarter ended March 31, 2022. HIGHLIGHTS OF FIRST QUARTER 2022 ? 19,473 ecommerce units sold, up 26% versus prior year ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39315 VR

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commission

Schedule 14A

DEF 14A 1 vrm2022proxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Prelimin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use

VROOM, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 VROOM, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On February 1, 2022, Vroom, Inc. (the ?Company?) completed the acquisition of Unitas Holdings Corp. ("UHC"), now known as Vroom Finance Corporation, a Delaware corporation, including its wholly owned subsidiaries United Auto Credit Corporation ("UACC") and United PanAm Financial Corp. ("UPFC"), the direct parent

Independent Auditor’s Report

Exhibit 99.1 United PanAm Financial Corp. and Subsidiaries Consolidated Financial Report December 31, 2020 Contents Independent Auditor?s Report 3 Consolidated Financial Statements Consolidated Balance Sheet 4 Consolidated Statement of Operations 5 Consolidated Statement of Changes in Stockholder?s Equity 6 Consolidated Statement of Cash Flows 7 Notes to Consolidated Financial Statements 8-27 Inde

Interest Rate at

Exhibit 99.2 United PanAm Financial Corp. and Subsidiaries Consolidated Financial Report September 30, 2021 United PanAm Financial Corp. and Subsidiaries Consolidated Balance Sheet (Unaudited) September 30, 2021 (Dollars in thousands, except per share data) Assets Cash and cash equivalents $ 2,801 Restricted cash (held entirely through consolidated VIEs) 41,267 Total cash, cash equivalents and res

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or

As filed with the Securities and Exchange Commission on February 28, 2022

As filed with the Securities and Exchange Commission on February 28, 2022 Registration No.

Fourth Amendment to Inventory Financing and Security Agreement, dated February 24, 2022 by and among Ally Bank, Ally Financial, Inc., Vroom Automotive, LLC and Vroom, Inc.

EX-10.25 2 vrm-ex1025.htm EX-10.25 Exhibit 10.25 FOURTH AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Fourth Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of February 24, 2022, and is made by and among the following parties: A. Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) (together wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39315 VROOM,

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) VROOM, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Vroom, Inc. 2020 Incentive Award Plan E

Vroom Fourth-Quarter 2021 Earnings February 2022

Vroom Fourth-Quarter 2021 Earnings February 2022 Disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Vroom Reports Strong Fourth Quarter and Full Year 2021 Growth Vroom Delivers Record Ecommerce Units Quarterly and FY 2021 Ecommerce Unit Sales Up 93% and 117% YoY, respectively Quarterly and FY 2021 Ecommerce Gross Profit Up 64% and 171% YoY, respect

Exhibit 99.1 Vroom Reports Strong Fourth Quarter and Full Year 2021 Growth Vroom Delivers Record Ecommerce Units Quarterly and FY 2021 Ecommerce Unit Sales Up 93% and 117% YoY, respectively Quarterly and FY 2021 Ecommerce Gross Profit Up 64% and 171% YoY, respectively NEW YORK ? February 28, 2022 ? Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles, today a

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

VRM / Vroom Inc / Spyglass Capital Management Llc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

VRM / Vroom Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Vroom Inc. Title of Class of Securities: Common Stock CUSIP Number: 92918V109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Comm

Vroom announces pricing of first auto loan securitization

EX-99.1 2 vrm-ex991.htm EX-99.1 Exhibit 99.1 Vroom announces pricing of first auto loan securitization NEW YORK, NY (February 10, 2022) - Vroom (NASDAQ: VRM), an innovative ecommerce platform that offers a better way to buy and sell used vehicles, today announced that United Auto Credit Corporation (UACC), a wholly-owned subsidiary of the company, priced an auto loan securitization offering of $29

Online Automotive Retailer Vroom Successfully Completes Acquisition of United Auto Credit Corporation Transformational Acquisition marks the first step in the development of Vroom's captive finance arm

Exhibit 99.1 Online Automotive Retailer Vroom Successfully Completes Acquisition of United Auto Credit Corporation Transformational Acquisition marks the first step in the development of Vroom's captive finance arm NEW YORK, NY (February 1, 2022) - Vroom (NASDAQ: VRM), an innovative ecommerce platform that offers a better way to buy and sell used vehicles, today announced the successful completion

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or other jurisdiction of incorporation or organization) (Commi

Online Automotive Retailer Vroom Announces Amendment of Floorplan Commitment from Ally Financial Amendment Increases Line of Credit to $700 million

EX-99.1 3 vrm-ex991.htm EX-99.1 Exhibit 99.1 Online Automotive Retailer Vroom Announces Amendment of Floorplan Commitment from Ally Financial Amendment Increases Line of Credit to $700 million NEW YORK – (BUSINESS WIRE)—Dec. 20, 2021- Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles (the “Company”), today announced an amendment to its inventory financing

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2021 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 901112566 (State or other jurisdiction of incorporation or organization) (Commi

Third Amendment to Inventory Financing and Security Agreement, dated December 16, 2021 by and among Ally Bank, Ally Financial, Inc., Vroom Automotive, LLC and Vroom, Inc.

Exhibit 10.1 THIRD AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Third Amendment to Inventory Financing and Security Agreement (?Amendment?) is effective as of December 16, 2021, and is made by and among the following parties: A. Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) (together with its successors and assigns, ?Bank?)

Vroom Announces Appointment of Chief Operating Officer Tom Shortt appointed in newly-created role at Vroom

Exhibit 99.1 Vroom Announces Appointment of Chief Operating Officer Tom Shortt appointed in newly-created role at Vroom NEW YORK ? (BUSINESS WIRE)?Dec. 16, 2021 ? Vroom, Inc. (Nasdaq:VRM), a leading ecommerce platform for buying and selling used vehicles (the ?Company?), today announced the appointment of Thomas Shortt as Chief Operating Officer, effective January 3, 2022. Since 2018, Mr. Shortt h

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2021 VROOM, INC. (Exact name of registrant as specified in its charter) Delaware 001-39315 90-1112566 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Letter Agreement, dated as of December 15, 2021, by and between Thomas Shortt and Vroom, Inc.

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