What changed in this filing

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Item 9A. Controls and Procedures

2025-03-11 compared with 2024-03-13 · 88 added, 43 removed, 138 unchanged (49% of the section changed)

10 unchanged sentences

Based on this evaluation, our management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because we are a non-accelerated filer.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2023, we completed the process of incorporating the internal controls of Unitas Holdings Corp., including its wholly owned subsidiaries United PanAm Financial Corp.

and United Auto Credit Corporation, into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act and the applicable rules and regulations under such law to include such entities.

Except for the foregoing, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

On March 8, 2024 (the “Effective Date”), the Compensation Committee (the “Committee”) of the Board of Directors of Vroom, Inc.

(the “Company”) approved retention letter agreements (each, a “Retention Agreement”) with each of Thomas Shortt, Robert Krakowiak and Patricia Moran providing for:

(i) an amendment to each executive’s outstanding restricted stock units which are scheduled to vest in 2024, 2025 and 2026 to vest in full between March 17, 2025 and March 20, 2025, subject to the executive’s continued employment through such date (the “RSU Vesting Amendment”) or earlier acceleration on a termination without Cause or for Good Reason (each as defined in the Retention Agreement), (ii) in consideration of the executives’ agreement to the RSU Vesting Amendment, a grant of additional restricted stock units with respect to 2,250, 1,085, and 531 shares of common stock, respectively, with the same vesting terms, and (iii) an

extension of the post-termination exercise period of any outstanding vested stock options held by such executive in the event of the executive’s termination without Cause or for Good Reason through the original expiration date of such options.

In addition, Mr.

Shortt’s Retention Agreement provides that he will be eligible to earn a retention bonus of $1,000,000, which will be payable in five equal installments on or shortly following each date of filing of the Company’s annual report on Form 10-K for fiscal year 2023, the quarterly reports on Form 10-Q for each of the first three fiscal quarters of fiscal year 2024, and the Company’s annual report on Form 10-K for fiscal year 2024, subject to his continued service with the Company on the applicable payment date or on an earlier termination without Cause or for Good Reason.

The Committee also determined to increase the base salaries of Mr.

Krakowiak and Ms.

Moran to $650,000 and $600,000, respectively, effective as of February 1, 2024.

In addition, the Committee approved an amendment and restatement of the Company's Amended and Restated Executive Severance Plan (the "Executive Severance Plan") which:

(i) clarifies that a Competing Business (as defined in the Executive Severance Plan) includes a business engaged in financing motor vehicles in order to reflect changes to the Company’s business activities since the effective date of the Executive Severance Plan, (ii) makes certain other clarifying changes, including to reflect the severance terms previously agreed to with the Company’s Chief Executive Officer Mr.

Shortt in his employment letter with the Company dated May 9, 2022;

and (iii) provides that the severance payments payable on a qualifying termination (outside of the Change in Control Period (as defined in the Executive Severance Plan)) will be paid in substantially equal installments over a period of four months (rather than the original eighteen- or twelve- month periods, as applicable).

The foregoing summary of the amendment and restatement to the Executive Severance Plan and Retention Agreements is not complete and is qualified in its entirety by reference to the full text of the amended and restated Executive Severance Plan, a copy of which is attached as Exhibit 10.15 and the Retention Agreements, a copy of which are attached as Exhibits 10.25, 10.26 and 10.27.

On March 11, 2025, the Company’s Board of Directors approved the grant of 287,949 restricted stock unit awards (the “RSUs”) and 259,400 stock options to Thomas Shortt, the Company’s Chief Executive Officer subject to the effectiveness of the Company’s registration statement on Form S-8.

The RSUs vest on or around the fourth annual anniversary of the date the Company emerged from the Prepackaged Chapter 11 Case (the “vesting commencement date”) and the options vest as to 25% on the first anniversary of the grant date and as to 75% in three ratable installments on each of the second, third and fourth anniversaries of the vesting commencement date, in each case subject to Mr.

Shortt’s continued service through the applicable vesting dates.

The options have a per share exercise price as follows:

(a) 50% with a per share exercise price equal to the $45.70, and (b) 50% with a per share exercise price equal to $60.95.

In the event of a change in control, where the per share price received by the stockholders in connection with such change in control equals or exceeds $45.70, the awards will fully accelerate.

In addition, in the event Mr.

Shortt’s employment is terminated by the Company without “cause” or by him for “good reason” on or prior to the first anniversary of the vesting commencement date with respect to the RSUs or the first anniversary of the grant date with respect to the options, 25% of the RSUs and options, and following such date, a pro-rated number of RSUs and options based on the

Shortt’s period of employment during the vesting period, will accelerate.

In addition, in the event of such a qualifying termination, the options will remain outstanding through their original expiration date.

1.01 Entry into a Material Definitive Agreement.

On March 8, 2025, Vroom, Inc., UACC and its indirect subsidiary Darkwater Funding LLC, as co-borrowers, entered into a credit agreement with Mudrick Capital Management, L.P.

(“Lender”), who as of January 14, 2025 was a 76.5% shareholder of the Company, for a $25.0 million delayed draw term loan facility (“Delayed Draw Facility”).

The Delayed Draw Facility allows for multiple drawdowns by each co-borrower, subject to satisfaction of usual and customary conditions precedent.

The Delayed Draw Facility bears interest at a rate of Term SOFR +850 bps, payable quarterly in arrears, with a full payment-in-kind option.

Interest is also payable upon any payment of principal.

The co-borrowers’ obligations under the Delayed Draw Facility will be collateralized by asset backed residual certificates in certain UACC securitization trusts.

The Delayed Draw Facility matures on December 31, 2026;

however, borrowings can be prepaid at any time, in whole or in part, without penalty or premium.

Once amounts are repaid they may not be reborrowed.

The Delayed Draw Facility includes certain usual and customary covenants with respect to the co-borrowers’ activities and the collateral.

The foregoing description of the Delayed Draw Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, which is attached hereto as Exhibit 10.40 and incorporated herein by reference.

In addition, on March 8, 2025, we renewed one of our Warehouse Credit Facilities, now expiring June 2026.

The aggregate borrowing limit and significant terms of the agreement remained unchanged except for an increase in the minimum liquidity covenant.

The foregoing description of the Warehouse Credit Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, which is attached hereto as Exhibit 10.36 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 above regarding the Company’s direct financial obligation under the Delayed Draw Facility is incorporated into this Item 2.03 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

On March 11, 2025, and effective as of that date, the Company filed a Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change the Company’s registered agent to CT Corporation System, and its registered office to 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

The Certificate of Change was approved by the Company's board of directors (the “Board”) in accordance with Section 133 of the General Corporation Law of the State of Delaware and had the effect of amending Article SECOND of the Amended and Restated Certificate of Incorporation of the Company.

A copy of the Certificate of Change is filed as Exhibit 3.1 hereto.

In addition, on March 11, 2025, and effective as of that date, the Company filed a restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which restated the Company’s prior amended and restated certificate of incorporation to integrate the provisions of the Certificate of Change.

The Restated Certificate was approved by the Board in accordance with Section 245 of the General Corporation Law of the State of Delaware and only restated and integrated, but did not further amend, the Company’s prior amended and restated certificate of incorporation.

The foregoing description of the Company’s Restated Certificate is qualified in all respects by reference to the text of the Restated Certificate, which is filed as Exhibit 3.2 hereto.

b) Insider Trading Arrangements and Policies.

28 unchanged sentences

October 12, 2021

Amended and Restated Certificate of Incorporation of Vroom, Inc.

August 13, 2020

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

February 14, 2024

Prepackaged Plan of Reorganization for Vroom, Inc.

Under Chapter 11 of the Bankruptcy Code

January 15, 2025

Certificate of Change of Registered Agent and/or Registered Office

Restated Certificate of Incorporation of Vroom, Inc.

Amended and Restated Bylaws of Vroom, Inc.

August 13, 2020

Specimen Stock Certificate evidencing the shares of common stock

Indenture, dated as of June 18, 2021, between Vroom, Inc.

Bank National Association, as trustee

June 21, 2021

Form of Global Note representing the 0.750% Convertible Senior Notes due 2026 (included in Exhibit 4.2)

June 21, 2021

January 15, 2025

Eighth Amended and Restated Investors’ Rights Agreement, dated as of November 21, 2019, by and among Vroom, Inc.

1 unchanged sentence

Description of Registrant's Securities

March 3, 2021

Second Amended & Restated 2014 Equity Incentive Plan, as amended

10 unchanged sentences

2019 Short Term Incentive Plan

2020 Incentive Award Plan

Amended and Restated 2020 Incentive Award Plan

Form of Restricted Stock Unit Agreement pursuant to the 2020 Incentive Award Plan

9 unchanged sentences

Amended and Restated Executive Severance Plan, as amended and restated

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.

November 7, 2022

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.

August 8, 2023

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.

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.

March 13, 2024

Employment Offer Letter, dated December 29, 2018, by and between Vroom, Inc.

11 unchanged sentences

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

March 13, 2024

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

March 13, 2024

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

March 13, 2024

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

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

Krakowiak and Vroom, Inc.

August 8, 2024

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

August 8, 2024

Separation Agreement, dated as of May 7, 2024, by and between C.

Denise Stott and Vroom, Inc.

August 8, 2024

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

August 8, 2024

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

August 8, 2024

Nominee and Indemnity Agreement, dated September 1, 2020, by and among Catterton Management Company, L.L.C.

5 unchanged sentences

August 11, 2021

Restructuring Support Agreement, dated November 12, 2024

November 12, 2024

Warrant Agreement, dated as of January 14, 2025, between Vroom, Inc.

and Equinity Trust Company, LLC

January 15, 2025

Board Observer Agreement by and between Vroom, Inc.

and Jason Mudrick, dated February 18, 2025

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

Amended and Restated Warehouse Agreement, dated as of July 16, 2013, by and among UACC Auto Financing Trust III, 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 Wells Fargo Bank, National Association as administrative agent, as amended through November 30, 2023

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

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

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

Insider Trading Compliance Policy

Subsidiaries of the Registrant

Consent of RSM US LLP

Consent of PricewaterhouseCoopers LLP

6 unchanged sentences

Policy for Recovery of Erroneously Awarded Compensation

March 13, 2024

Inline XBRL Instance Document

14 unchanged sentences

March 11, 2025

/s/ Robert R.

/s/ Agnieszka Zakowicz

Agnieszka Zakowicz

Chief Financial Officer

(principal financial officer)

(principal financial officer and principal accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

March 11, 2025

/s/ Robert R.

Chief Financial Officer (Principal Financial Officer)

March 13, 2024

/s/ Agnieszka Zakowicz

Agnieszka Zakowicz

Senior Vice President and Principal Accounting Officer

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 11, 2025

Agnieszka Zakowicz

/s/ Robert J.

Chairperson of the Board

March 11, 2025

/s/ Robert R.

Vice Chair of the Board

March 11, 2025

/s/ Timothy M.

4 unchanged sentences

O’Shaughnessy

March 11, 2025

O’Shaughnessy

/s/ Matthew J.

March 11, 2025

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures