VRM / Vroom, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

FORM 8-K Item 8.01 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): May 29, 2026 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) (

As filed with the Securities and Exchange Commission on May 15, 2026

As filed with the Securities and Exchange Commission on May 15, 2026 Registration No.

Vroom Announces First Quarter 2026 Results $98.4 million stockholders' equity as of March 31, 2026

Exhibit 99.1 Vroom Announces First Quarter 2026 Results $98.4 million stockholders' equity as of March 31, 2026 NEW YORK – May 14, 2026 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the first quarter ended March 31, 2026. HIGHLIGHTS OF FIRST QUARTER 2026 • $98.4 million stockholders' equity as of March 31, 2026 and $86.5 million tangible book value(1) as of March 31, 2026 • $56.

VROOM, INC. Common Stock ($0.001 par value) Equity Distribution Agreement

Exhibit 1.1 VROOM, INC. Common Stock ($0.001 par value) Equity Distribution Agreement May 15, 2026 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. Description of Shares. The Company proposes to issue and sell

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, 2026 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 14, 2026 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

CALCULATION OF FILING FEE TABLES Vroom, Inc. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Vroom, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.001 par

Vroom first quarter 2026 earnings may 2026

Exhibit 99.2 Vroom first quarter 2026 earnings may 2026 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

AMENDED AND RESTATED VROOM, INC. (a Delaware corporation)

Exhibit 3.2 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 NOTI

RESTATED CERTIFICATE OF INCORPORATION OF VROOM, INC.

Exhibit 3.1 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

EXCHANGE AND SUBSCRIPTION AGREEMENT

Exhibit 10.8 EXECUTION COPY EXCHANGE AND SUBSCRIPTION AGREEMENT This EXCHANGE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of May 14, 2026, by and among Vroom, Inc., a Delaware corporation (the “Company”),the investors listed on Schedule I hereto (each an “Investor” and collectively, the “Investors”) and Annox Capital Management, LLC, as the Collateral Agent (as defined below). WHEREA

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, 2026 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

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

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

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 26, 2026 Registration No.

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

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

NOTE PURCHASE AGREEMENT

Exhibit 10.52 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 25, 2025, by and among Vroom, Inc., a Delaware corporation (the “Company”), and Robert J. Mylod, Jr. (the “Investor”). WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) o

NOTE PURCHASE AGREEMENT

Exhibit 10.51 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 29, 2025, by and among Vroom, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I hereto (each an “Investor” and collectively, the “Investors”). WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption f

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

PURCHASE AGREEMENT United Auto Credit Financing LLC Purchaser UNITED AUTO CREDIT CORPORATION Seller Dated as of January 31, 2026

Exhibit 10.55 PURCHASE AGREEMENT between United Auto Credit Financing LLC Purchaser and UNITED AUTO CREDIT CORPORATION Seller Dated as of January 31, 2026 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS SECTION 1.1 General. SECTION 1.2 Specific Terms. SECTION 1.3 Usage of Terms. SECTION 1.4 No Recourse. SECTION 1.5 Action by or Consent of Noteholders and Certificateholders. ARTICLE II. CONVEYANCE OF

UNITED AUTO CREDIT SECURITIZATION TRUST 2026-1 Class A [***]% Automobile Receivables Backed Notes Class B [***]% Automobile Receivables Backed Notes Class C [***]% Automobile Receivables Backed Notes Class D [***]% Automobile Receivables Backed Notes

Exhibit 10.54 UNITED AUTO CREDIT SECURITIZATION TRUST 2026-1 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 January 31, 2026 - [***] Indenture Trustee TABLE OF CONTENTS

Vroom Announces Fourth Quarter and Full Year 2025 Results $116.6 million stockholders' equity as of December 31, 2025

Exhibit 99.1 Vroom Announces Fourth Quarter and Full Year 2025 Results $116.6 million stockholders' equity as of December 31, 2025 NEW YORK – March 26, 2026 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2025. HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2025 • $116.6 million stockholders' equity as of December 31, 2025 and $104

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, 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 VROOM,

Subsidiaries of Vroom, Inc.

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 Delaware 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

VROOM, INC. ATTACHMENT A ATTACHMENT B

Exhibit 19.1 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 insid

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, 2026 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 26, 2026 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

Section 1. Grant of Restricted Stock Units. The Company hereby grants to the Participant, pursuant to the Plan and on the terms and conditions set forth herein, the number of Restricted Stock Units as set forth on Schedule A. Section 2. Vesting; Term

Exhibit 10.58 RESTRICTED STOCK UNIT AGREEMENT RESTRICTED STOCK UNIT AGREEMENT, (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 Amended 2020 Incentive Award Plan (as amended

RESTATED CERTIFICATE OF INCORPORATION OF VROOM, INC.

Exhibit 3.2 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

CUSTODIAN AGREEMENT UNITED AUTO CREDIT CORPORATION, as Custodian, [***], as Indenture Trustee Dated as of January 31, 2026

Exhibit 10.53 CUSTODIAN AGREEMENT between UNITED AUTO CREDIT CORPORATION, as Custodian, and [***], as Indenture Trustee Dated as of January 31, 2026 THIS CUSTODIAN AGREEMENT, dated as of January 31, 2026 (this "Agreement"), is between UNITED AUTO CREDIT CORPORATION, as custodian (in such capacity, the "Custodian") and [***], as indenture trustee acting on behalf of the holders of the Notes (the "I

Article I Definitions; Construction Article II The Loans Article III Security Article IV Conditions of Closing Article V Representations and Warranties Article VI Covenants Article VII Events of Default Article VIII ADMINISTRATIVE AGENT Article IX As

Exhibit 10.40 Execution Version LOAN AND SECURITY AGREEMENT dated as of March 7, 2025 among VROOM, INC., as a Borrower, DARKWATER FUNDING, LLC, as a Borrower, UNITED AUTO CREDIT CORPORATION, as a Borrower, MUDRICK CAPITAL MANAGEMENT, L.P., as the Administrative Agent, and the Lenders party hereto |US-DOCS\157718784.5|| | DATE \@ "HH:mm" 22:02| TABLE OF CONTENTS Page Article I Definitions; Construc

SALE AND SERVICING UNITED AUTO CREDIT SECURITIZATION TRUST 2026-1, UNITED AUTO CREDIT FINANCING LLC, UNITED AUTO CREDIT CORPORATION, Backup Servicer and Indenture Trustee Dated as of January 31, 2026

Exhibit 10.57 SALE AND SERVICING AGREEMENT among UNITED AUTO CREDIT SECURITIZATION TRUST 2026-1, Issuer, UNITED AUTO CREDIT FINANCING LLC, Depositor, UNITED AUTO CREDIT CORPORATION, Servicer, and [***], Backup Servicer and Indenture Trustee Dated as of January 31, 2026 TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitional Provisions 21 ARTICLE II

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 10.36 [***] 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 Amendme

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 effective May 20, 2022 and as hereby amended and res

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

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

Exhibit 10.7 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 “Com

STATE OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE

Exhibit 3.1 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. The name of the corporation is Vroom, Inc. . 2. The Registered Office of the corporation in the State of Delaware is changed to 1209 Orange Street (street), in the City of

vroom fourth quarter 2025 earnings march 2026

Exhibit 99.2 vroom fourth quarter 2025 earnings march 2026 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

SECOND AMENDED AND RESTATED TRUST AGREEMENT UNITED AUTO CREDIT FINANCING LLC [***] Certificate Registrar and Certificate Paying Agent Owner Trustee Dated as of January 31, 2026

Exhibit 10.56 SECOND AMENDED AND RESTATED TRUST AGREEMENT among UNITED AUTO CREDIT FINANCING LLC Depositor, [***] Certificate Registrar and Certificate Paying Agent and [***] Owner Trustee Dated as of January 31, 2026 TABLE OF CONTENTS Article I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 4 SECTION 1.3. Owner Trustee 5 Article II. Organization 5 SECTI

[Remainder of page intentionally left blank]

Exhibit 10.35 BOARD OBSERVER AGREEMENT This BOARD OBSERVER AGREEMENT, dated as of February 18, 2025 (this “Agreement”), is entered into by and among Vroom, Inc., a Delaware corporation (the “Company”) and Jason Mudrick, an individual (the “Board Observer”). The Company and the Board Observer are sometimes together referred to herein as the “Parties,” and each, a “Party.” WHEREAS, the Company desir

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): February 05, 2026 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

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Forward-Looking Statements

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 16, 2026 VROOM, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39315 90-1112566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

ARTICLE I DEFINITIONS ARTICLE II ORGANIZATION ARTICLE III CONTRIBUTIONS; UNITS; ISSUANCES ARTICLE IV MANAGEMENT ARTICLE V DISTRIBUTIONS ARTICLE VI ACCOUNTING AND TAX MATTERS ARTICLE VII TRANSFERS ARTICLE VIII REDEMPTION RIGHTS ARTICLE IX DISSOLUTION;

Exhibit 10.2 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VROOM AUTOMOTIVE, LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated as of January 16, 2026 THE MEMBERSHIP INTERESTS AND UNITS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER

(Signature pages follow)

Execution Version PREFERRED UNIT PURCHASE AGREEMENT This PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of January 16, 2026, by and among Vroom Automotive, LLC, a Delaware limited liability company (the “Company”), SPE Holdings 2026-1, a Delaware statutory trust (the “Purchaser”), and solely for the purposes set forth herein, Vroom, Inc.

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 25, 2025 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 25, 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 Numb

Vroom Announces Third Quarter 2025 Results Continued Investment in our Long-Term Strategic Plan

Exhibit 99.1 Vroom Announces Third Quarter 2025 Results Continued Investment in our Long-Term Strategic Plan NEW YORK – November 10, 2025 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the third quarter ended September 30, 2025. HIGHLIGHTS OF THIRD QUARTER 2025 • $59.2 million consolidated total available liquidity(1) as of September 30, 2025, consisting of: o $12.4 million cash

UACC AUTO FINANCING TRUST V, as UNITED AUTO CREDIT CORPORATION, as

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. AMENDMENT NO. 8 TO AMENDED AND RESTATED WAREHOUSE AGREEMENT October 9, 2025 THIS AMENDMENT NO. 8 TO AMENDED AND RESTATED WAREHOUSE AGREEMENT (this “Amendme

UACC AUTO FINANCING TRUST V, as Borrower, UNITED AUTO CREDIT CORPORATION, as Servicer and Custodian, [***], as Backup Servicer and Account Bank, the LENDERS from time to time parties hereto, [***], as Administrative Agent

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

Vroom third quarter 2025 earnings november 2025

Exhibit 99.2 Vroom third quarter 2025 earnings november 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

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 10, 2025 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 10, 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

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, 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: 001-3931

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement” or the “First Amendment”) is dated as of October 9, 2025, by and among Vroom, Inc., a Delaware corporation, Darkwater Funding, LLC, a Delaware limited liability company (the “Residual Holder”), and United Auto Credit Corporation, a California corporation (each, a “Borrower” and together

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): October 09, 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 Numbe

D

X0708 D LIVE 0001580864 Vroom, Inc. 4700 Mercantile Drive Fort Worth TX TEXAS 76137 917-451-9855 DELAWARE CM Partners III, Corp. Auto America, Inc. AutoAmerica, Inc. Corporation true Robert J. Mylod, Jr. 480 Pierce St., Ste. 240 Birmingham MI MICHIGAN 48009 Director Chairman of the Board Robert R. Krakowiak c/o Vroom, Inc. 4700 Mercantile Dr. Fort Worth TX TEXAS 76137 Director Vice Chair of the Bo

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

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.

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

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

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

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

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

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

[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 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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

LETTER

March 26, 2025 Thomas H. Shortt Chief Executive Officer Vroom, Inc. 4700 Mercantile Dr. Fort Worth, TX 76137 Re: Vroom, Inc. Registration Statement on Form S-1 Filed March 21, 2025 File No. 333-286032 Dear Thomas H. Shortt: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remin

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

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

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

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.

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

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 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

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.

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

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

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

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

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).

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.

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.

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

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

Joint Filer Information

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

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.

CERT

The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations February 19, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on February 19, 2025, The Nasdaq Stock Market LLC (the "Exchange") rec

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.

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

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

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.

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.

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

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

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

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

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

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

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

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

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.

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

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

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

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

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 “

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

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

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

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 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

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.

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

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

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

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

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

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.

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

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 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

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 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): 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 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

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

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 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

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

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,

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

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

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

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,

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

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

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

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

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

VRM / Vroom, Inc. / BAILLIE GIFFORD & CO Passive Investment

SC 13G/A 1 Vroominc30122022.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VROOM, INC. (Amendment No.2) - (Name of Issuer) Ordinary Shares - (Title of Class of Securities) 92918V109 - (CUSIP Number) 30 December 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

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

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, 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, 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 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, 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, 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, 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

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

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

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

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

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 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): 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

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

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

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

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

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

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

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 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

ARS

2022 Annual ReportLETTER TO OUR VALUED STOCKHOLDERS Dear Fellow Stockholders, 2022 was a year of significant and necessary transformation for our business.

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

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.

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

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

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

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.

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 / DAVIS SELECTED ADVISERS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Vroom, Inc - (Name of Issuer) Common Stock - (Title of Class of Securities) 92918V109 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

VRM / Vroom Inc / JANUS HENDERSON GROUP PLC - JHG PLC OWNS <5% Passive Investment

SC 13G/A 1 vrm02092023.txt JHG PLC OWNS <5% UNITED STATES 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: 12/31/2022 Check the appropriate box to designate the rule pu

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.

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

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

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

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

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

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

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

LETTER

United States securities and exchange commission logo September 15, 2022 Patricia Moran Chief Legal Officer Vroom, Inc.

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

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

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.

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

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

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

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