What changed in this filing

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Item 1. Business

2026-03-26 compared with 2025-03-11 · 119 added, 114 removed, 156 unchanged (60% of the section changed)

Vroom, Inc., which was incorporated under the laws of the State of Delaware in 2012, is a holding company that conducts its operations through its subsidiaries.

is a holding company that conducts its operations through its subsidiaries.

Unless the context otherwise requires, references herein to “Vroom”, the "Company”, “we”, “us” or “our” refer to Vroom and its consolidated subsidiaries.

The Company was incorporated in Delaware on January 31, 2012, under the name BCM Partners III, Corp.

On June 25, 2013, the Company changed its name to Auto America, Inc., and on July 9, 2015, the Company changed its name to Vroom, Inc.

The Company previously operated an end-to-end ecommerce platform to buy and sell used vehicles through its subsidiary Vroom Automotive, LLC.

completed its initial public offering (“IPO”) in June 2020.

In January 2021, the Company completed its acquisition of Vast Holdings, Inc.

(d/b/a CarStory) (“CarStory”), an artificial intelligence ("AI") powered analytics and digital services platform for automotive retail.

On February 1, 2022, the Company completed its acquisition of Unitas Holdings Corp.

(now known as Vroom Finance Corporation), including its wholly owned subsidiaries United PanAm Financial Corp.

(now known as Vroom Automotive Financial Corporation) and United Auto Credit Corporation (“UACC”).

UACC is a leading automotive finance company that offers vehicle financing to consumers through motor vehicle dealers under the UACC brand.

Ecommerce Wind-Down and Restructuring

On January 22, 2024, the Company announced that its Board of Directors (“Board”) had approved a value maximization plan, pursuant to which the Company wound down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize stakeholder value through its remaining businesses, UACC and CarStory (the “Value Maximization Plan”).

The Company ceased transacting through vroom.com, completed transactions for customers who had previously contracted with the Company to purchase or sell a vehicle, halted purchases of additional vehicles, sold its used vehicle inventory through wholesale channels, paid off its vehicle floorplan financing facility dated November 4, 2022 with Ally Bank and Ally Financial Inc., and conducted a reduction-in-force commensurate with the reduced operations.

As of March 29, 2024, the Company substantially completed the wind-down of its used vehicle dealership business (the “Ecommerce Wind-Down”) and ended all sales and marketing activities for its used vehicle operations.

The UACC and CarStory businesses continue to serve their third-party customers, with their operations substantially unaffected by the Ecommerce Wind-Down.

On November 13, 2024, Vroom, Inc.

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§§ 101-1532, as amended from time to time (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) under the name In re Vroom, Inc ., Case No.

24-90571 (CML).

On January 8, 2025, the Bankruptcy Court entered an order (a) approving the disclosure statement of Vroom, Inc.

(the "Debtor"), (b) confirming the Prepackaged Plan of Reorganization of Vroom, Inc.

under Chapter 11 of the Bankruptcy Code (the “Plan”), and (c) granting related relief (the “Confirmation Order”).

On January 14, 2025, the conditions to the effectiveness of the Plan were satisfied or waived and the Plan became effective.

The Company emerged from the Prepackaged Chapter 11 Case on January 14, 2025.

24-90571 (CML), seeking to, among other things, restructure its then outstanding $290 million of unsecured convertible notes due in 2026 (“Notes”) through a comprehensive transaction outlined in the RSA.

On December 2, 2024, the Company’s common stock was suspended from trading on the Nasdaq Global Select Market as a result of our Prepackaged Chapter 11 Case.

On February 20, 2025, our common stock was relisted and began trading on the Nasdaq Global Market under the ticker symbol “VRM”.

Vroom is exploring the potential listing of its warrants (as described herein) on a national stock exchange.

Unless the context otherwise requires, references herein to “Vroom”, the "Company”, “we”, “us” or “our” refer to Vroom and its consolidated subsidiaries.

The Company owns and operates United Auto Credit Corporation (“UACC”), a leading automotive finance company that offers vehicle financing to consumers through third-party dealers under the UACC brand, and CarStory, LLC (“CarStory”), an AI-powered analytics and digital services platform for automotive retail.

The UACC and CarStory businesses continue to serve their third-party customers, with their operations substantially unaffected by the Ecommerce Wind-Down (as defined herein).

The Company previously operated an end-to-end ecommerce platform to buy and sell used vehicles.

(the “2022 Vehicle Floorplan Facility”), and conducted a reduction-in-force commensurate with the reduced operations.

As of March 29, 2024, the Company substantially completed the wind-down of its ecommerce operations and used vehicle dealership business (the “Ecommerce Wind-Down”).

As part of the Ecommerce Wind-Down, Vroom has ended all sales and marketing activities for its used vehicle operations.

On November 13, 2024, Vroom Inc.

filed the Prepackaged Chapter 11 Case seeking to, among other things, restructure its then outstanding $290 million of unsecured convertible notes due in 2026 (“Notes”) through a comprehensive transaction outlined in the RSA.

The Bankruptcy Court approved the Plan on January 8, 2025, and the Company emerged from the Prepackaged Chapter 11 Case on January 14, 2025.

On January 8, 2025, the Bankruptcy Court entered an order confirming the Prepackaged Plan of Reorganization of Vroom, Inc.

(the “Plan”) and granting related relief.

The Company emerged from the Prepackaged Chapter 11 Case on January 14, 2025.

Under the Plan, approximately $290 million in debt was discharged and all previously issued and outstanding equity interests in the Company were cancelled and extinguished.

The Company issued an aggregate of approximately (i) 5,163,109 shares of new common stock and (ii) 364,516 shares of warrants in accordance with the terms of the Plan and certain other agreements.

The Company issued an aggregate of approximately (i) 5,163,109 shares of new common stock (“Common Stock”) and (ii) 364,516 shares of warrants (“Warrants”) in accordance with the terms of the Plan and certain other agreements.

On February 20, 2025, our Common Stock began trading on the Nasdaq Global Market under the ticker symbol “VRM”.

On July 7, 2025, the Company’s Warrants commenced trading on the OTCQX Best Market under the symbol “VRMWW”.

Neither UACC nor CarStory were party to the Company’s Prepackaged Chapter 11 Case.

no longer has material long-term debt, but UACC will continue to be obligated to debt that is related to asset-backed securitizations and their trust preferred securities.

The Company is focused on executing its Long-Term Strategic Plan (described below) following the restructuring.

UACC, which Vroom acquired in February 2022, is an indirect lender that offers vehicle financing under the UACC brand to consumers through third-party dealers, focusing primarily on the non-prime market.

UACC is an indirect lender that offers vehicle financing under the UACC brand to consumers through a network of motor vehicle dealers, focusing primarily on the non-prime market.

Our non-prime credit programs aim to broaden access to vehicle ownership for individuals who would not otherwise qualify for financing.

UACC’s financing is intended to help consumers build credit and ultimately be eligible for more traditional sources of financing.

Prior to Vroom’s Ecommerce Wind-Down, UACC also offered vehicle financing to Vroom Automotive’s customers through its ecommerce platform.

Tom Shortt, the Company’s Chief Executive Officer, serves as UACC’s President and Chief Executive Officer, Jon Sandison, the Company’s VP, Investor Relations and FP&A, serves as UACC’s Chief Financial Officer, and Stefano Balistreri serves as UACC's Chief Risk Officer.

UACC, which has been engaged in automotive finance since 1996, currently offers financing services to a nationwide network of thousands of manufacturer-franchised and independent motor vehicle dealers in 49 states, and we seek to expand that network over time.

As of December 31, 2024, UACC serviced a portfolio of approximately 78,000 retail installment sales contracts with an aggregate principal outstanding balance of $1.0 billion.

Tom Shortt, the Company’s Chief Executive Officer, serves as UACC’s President and Chief Executive Officer, Jon Sandison, the Company’s Chief Financial Officer, serves as UACC’s Chief Financial Officer, and Stefano Balistreri serves as UACC’s Chief Risk Officer.

UACC, which has been engaged in automotive finance since 1996, currently offers financing services to a nationwide network of thousands of independent and manufacturer-franchised used motor vehicle dealers in 49 states, and we seek to expand that network over time.

As of December 31, 2025, UACC serviced a portfolio of approximately 76,000 retail installment sales contracts with an aggregate principal outstanding balance of approximately $950 million.

Sales and Marketing

As an indirect lender, UACC’s marketing efforts are focused on selling to independent auto dealerships, rather than consumers.

As an indirect lender, UACC’s marketing efforts are focused on selling to auto dealerships, rather than consumers.

UACC utilizes a combination of internal and field area sales managers to both solicit and enroll new dealerships, and to market its financing programs and products to existing dealership partners.

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Sales managers focus their efforts on educating dealership personnel on UACC's lending programs and how to combine specific consumer characteristics, collateral and deal structures to increase the probability of approval under UACC’s underwriting guidelines.

The UACC sales manager serves as a consultant for the dealership to enable and encourage positive dealer loan performance while providing an enhanced consumer experience.

While UACC primarily services independent used auto dealerships, we plan to expand our offering to be more competitive with manufacturer-franchised dealers.

The UACC sales manager serves as a consultant for the dealership to encourage positive dealer loan performance while providing an enhanced dealer experience.

While UACC primarily services independent used auto dealerships, we plan to ultimately expand our offering to be more competitive with manufacturer-franchised dealers.

UACC establishes relationships with dealers utilizing both external and internal sales representatives.

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For example, UACC's dealer agreement typically requires the selling dealership to buy back a motor vehicle retail installment contract if the consumer fails to timely make the first scheduled payment.

Throughout the lifetime of a dealer partnership, UACC closely monitors dealer loan performance across a number of metrics, along with utilizing data from both internal and external sources.

These can include, but are not limited to, dealer loan return on assets, loss to liquidation, customer delinquencies, dealership volumes, and fraudulent deals or documentation.

These metrics are used to calculate a dealer grade, which impacts the pricing and availability of consumer loans for a dealer.

Throughout the lifetime of a dealer partnership, UACC closely monitors dealer loan performance across several metrics, along with utilizing data from both internal and external sources.

These can include, but are not limited to, dealer loan return on assets, deal quality and conversion rates, loss to liquidation, customer delinquencies, dealership volumes, and fraudulent deals or documentation.

UACC uses these metrics to assess overall dealer performance, profitability, and risk, and to calculate a dealer grade, which impacts the pricing and availability of consumer loans for a dealer.

Dealers have access to their scorecard, displaying their grade and performance trends so that they may take steps to improve, where applicable.

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UACC enables dealers to finance their customers’ purchases of new and used automobiles, medium- and light-duty trucks, and vans with competitive financing terms.

Historically, the credit programs offered by UACC were primarily designed to serve consumers who have limited access to traditional motor vehicle financing.

UACC is in the early stages of indirectly offering more competitive vehicle financing services to consumers with slightly higher, or “near-prime,” credit scores compared to its historical customer base.

Historically, the credit programs offered by UACC were designed to serve consumers who have limited access to traditional motor vehicle financing.

In mid-2024, we began indirectly

offering competitive vehicle financing services to consumers with slightly higher, or “near-prime,” credit scores compared to our historical customer base.

The Near-Prime Program (described further below) is still in its early stages and a small percentage of our portfolio.

UACC primarily offers four distinct programs, with varying credit, pricing and stipulation parameters, depending on eligibility:

• Preferred Program :

the standard program for most non-prime applicants.

Due to the expected high default risk of this consumer base, compensating risk factors are heavily leveraged:

ability-to-pay requirements, asset quality, cash down payments, number of open vehicle loans, restricted term lengths, and limited amount financed;

This is the standard program for most non-prime applicants.

Due to the expected high default risk of this consumer base, compensating risk factors are heavily leveraged, such as ability-to-pay requirements, asset quality, cash down payments, number of open vehicle loans, restricted term lengths, and limited amount financed;

• Bankruptcy Program :

applicants with open bankruptcies and applicants with discharged bankruptcy within one year of application (subject to other qualifications);

This program accommodates applicants with open bankruptcies and applicants with discharged bankruptcy within one year of application (subject to other qualifications);

• Commercial Program :

Non-passenger vehicles with gross vehicle weight rating of 14,500 lbs.

This program accommodates applicants seeking to finance non-passenger vehicles with gross vehicle weight rating of 14,500 lbs.

or less (subject to other qualifications);

• Near-Prime Program :

applicants with a minimum FICO of 600 and additional credit history requirements.

Due to the uniqueness of the programs as well as credit and asset quality of the customer and collateral respectively, limits for advance, loan term, stipulations, and pricing fluctuate to balance varying risk factors.

This program accommodates applicants with a minimum FICO of 600 and additional credit history requirements.

Due to the uniqueness of the programs, as well as credit and asset quality of the customer and collateral, respectively, limits for advance rate, loan term, stipulations, and pricing fluctuate to balance varying risk factors.

UACC’s underwriting process begins when UACC accepts a consumer credit application from one of its approved dealerships.

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Verifications may include customer identity, proof of residence, verification of employment, proof of income, collateral/vehicle valuation, verification of insurance, proof of trade, and other stipulated requirements resulting from risk factors inherent within each credit application.

Credit analysts conduct customer interviews for some applications based on risk modeling.

Credit analysts conduct customer interviews for some applications based on risk modeling or manual underwriting assessment.

Customer interviews are used to verify customer identity and to resolve any questions that may arise during the verification process.

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Following underwriting approval of a credit application, each dealer delivers a completed motor vehicle retail installment sales contract and other required documentation to UACC.

The majority of contracts and other required documentation is uploaded to UACC’s online dealer portal (“UACC Dealer Portal”) and available for immediate review by funding staff.

Some required documentation is mailed via courier or US Postal Service, and these packages are scanned, indexed and available promptly for review by the funding department.

The majority of contracts and other required documentation are uploaded to UACC’s online dealer portal, Fast Lane, and available for immediate review by funding staff.

Some required documentation is mailed via courier or U.S.

Postal Service, and these packages are scanned, indexed and available promptly for review by the funding department.

Upon receipt of contract documentation, a UACC funding analyst will check to ensure that all required documentation has been received and has been fully and properly completed.

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UACC finances the purchase of ancillary products that provide potential protection to consumers during their ownership experience.

As of December 31, 2024, UACC finances the purchase of Vehicle Service Contracts ("VSCs") and Guaranteed Asset Protection ("GAP").

As of December 31, 2025, UACC finances the purchase of Vehicle Service Contracts ("VSCs") and Guaranteed Asset Protection ("GAP") products.

VSCs provide protection for consumers by paying for the cost of certain covered mechanical-related issues with the vehicle.

UACC works with third-party administrators to underwrite and administer the program and service claims.

retail price of the VSC is included in the total amount financed and is itemized on the retail installment contract.

UACC works with a third-party administrator to underwrite and administer the VSC program and service claims.

The retail price of the VSC is included in the total amount financed and is itemized on the retail installment contract.

Dealers earn a commission on the sale of each VSC, though each VSC is cancellable by the customer through its term.

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GAP helps protect customers’ vehicle purchases in instances in which the customer’s vehicle experiences a total loss due to damage or theft and the outstanding amount owed exceeds the settlement amount covered by the customer’s insurance policy.

UACC sells, administers and services our own GAP product.

The retail price of the GAP is included in the total amount financed and is itemized on the retail installment contract.

Dealers earn a commission on the sale of each GAP product, though each GAP is cancellable by the customer through the life of financing.

UACC sells, administers and services its own GAP product, in addition to financing the purchase of third-party GAP products.

The retail price of the GAP product is included in the total amount financed and is itemized on the retail installment contract.

Dealers earn a commission on the sale of each GAP product, though each GAP product is cancellable by the customer through the life of financing.

UACC earns income from the finance charges earned from the additional amounts financed through the life of the loan.

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Outbound collection efforts utilize a combination of manual (human) and automated (digital) campaigns.

Automated campaigns include outbound telephone dialer campaigns, e-mail campaigns, text messaging campaigns, and push notifications via the UACC native mobile app.

When customers encounter temporary disruptions in employment or otherwise experience temporary disruptions in their ability to make payments, collection representatives may offer solutions to assist customers in navigating these life events.

Extensions and due date changes are solutions that may be offered to address temporary disruptions.

Automated campaigns include outbound telephone dialer campaigns, email campaigns, text messaging campaigns, and push notifications via the UACC native mobile app, some of which may involve use of artificial intelligence.

When accountholders encounter temporary disruptions in employment or otherwise experience temporary disruptions in their ability to make payments, collection representatives may offer solutions to assist in navigating these life events, such as extensions and due date changes.

UACC uses a network of national and regional third-party suppliers to recover vehicles assigned for repossession.

Upon recovery, some customers demonstrate a sufficient level of commitment to reinstate their account.

Upon recovery, some accountholders demonstrate a sufficient level of commitment to reinstate their account.

UACC liquidates repossessed inventory through a network of third-party auto auctions.

UACC utilizes the CarStory Real Market Price (defined below) as a reference for evaluating price floors for vehicle sales.

UACC utilizes the CarStory Real Market Price (as defined below) as a reference for evaluating price floors for vehicle sales.

Following the sale of a repossessed vehicle, the net sale proceeds are applied to the remaining balance of the contract.

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While the SPVs are included in our consolidated financial statements, they are separate legal entities, and the assets held by any particular SPV are legally owned by them and are not available to our creditors, the creditors of UACC, or creditors of our other SPVs.

Payments to securitization investors are primarily made from cash flows on the related pool of retail installment sales contracts.

Such payments are not made by Vroom or UACC (except for certain repurchases as described below) and are not based on Vroom or UACC’s creditworthiness.

Payments to securitization investors are primarily made from cash flows on the related pool of retail

installment sales contracts.

Such payments are not made by Vroom or UACC (except for certain repurchases as described below) and are not based on Vroom's or UACC’s creditworthiness.

UACC continues to service each pool of retail installment sales contracts in accordance with its customary servicing practices and procedures.

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The automotive financing industry is large and highly competitive.

UACC competes with a number of national, regional and local finance companies, banks, credit unions, fintech companies, and captive finance companies.

UACC competes with several national, regional, local, and captive finance companies, banks, credit unions, and fintech companies.

Many of these companies are larger and have greater financial resources than UACC, including greater access to capital markets for debt instruments or access to lower cost deposit bases.

These funding sources may be unavailable to UACC.

Many of these companies also have long-standing relationships with automobile dealers and may provide other financing to dealers, including floor plan financing for the dealers' purchases of automobiles from manufacturers and auctions, which we do not offer.

Credit applications may be sent simultaneously to multiple lenders for consideration.

As a result, UACC competes with other financing sources on the basis of the approved structure, minimum customer requirements and stipulations, types of vehicles financed, dealer fees, dealer incentives, levels of service, and distribution (accessibility to UACC’s program via credit application technology platforms).

As a result, UACC competes with other financing sources based on the approved structure, minimum customer requirements and stipulations, types of vehicles financed, dealer fees, dealer incentives, levels of service, and distribution (accessibility to UACC’s program via credit application technology platforms).

We believe that we can obtain from our dealership network sufficient automobile contracts for purchase at attractive prices by consistently applying reasonable underwriting criteria and making timely purchases of qualifying automobile contracts;

however, there can be no assurance that we will be able to do so.

Further, the non-prime automotive financing industry has faced challenges recently relating to increasing delinquencies and defaults, lowered recoveries, and other factors, leading some of UACC’s competitors to cease new loan originations, file bankruptcy, or otherwise significantly alter their operations.

The used vehicle industry typically experiences an increase in sales early in the calendar year and reaches its highest point late in the first quarter and early in the second quarter.

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Leveraging computer vision and AI, CarStory has curated a comprehensive used vehicle information database, including over 256 million vehicle identification numbers ("VINs"), 203 million window stickers, 4.2 billion vehicle photos and 411 million sales cycles, along with price and price elasticity models.

CarStory receives data for over three and a half million unique VINs listed for sale every day, resulting in CarStory having data for an estimated 90% of U.S.

CarStory receives data for over 4.1 million unique VINs listed for sale every day, resulting in CarStory having data for an estimated 80% of U.S.

consumer vehicles.

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CarStory helps dealers optimize their pricing by leveraging data science models for retail pricing that provide predictive pricing for marketing, buying, selling, and VIN-level features.

Unlike simple averages, we believe CarStory’s patented neural-net algorithm can provide a highly accurate market price (the “CarStory Real Market Price”) for vehicle

We believe that the CarStory Real Market Price accounts for factors that averages often miss, such as local market dynamics and dealer performance.

Unlike simple averages, we believe CarStory’s patented neural-net algorithm can provide a highly accurate market price (the “CarStory Real Market Price”) for vehicle valuations by accounting for factors that averages often miss, such as local market dynamics and dealer performance.

In addition to its data analytics and AI-based pricing solutions, CarStory creates and powers digital experiences for end consumers, including automotive marketplaces, vehicle market reports, and trade-in and appraisal products.

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The automotive data and service business is large and very competitive.

CarStory competes with a number of companies in the automotive industry, including valuation services, VIN data providers, website marketplaces, inventory aggregators, and retail e-commerce platforms.

Some of these companies are significantly larger with well-established sales and marketing teams.

CarStory competes with several companies in the automotive industry, including valuation services, VIN data providers, website marketplaces, inventory aggregators, and retail ecommerce platforms.

Many of these companies are significantly larger with well-established sales and marketing teams.

We compete with other companies to attract customers to our marketplace and dealers to our digital solutions.

Since being acquired by Vroom, CarStory has conducted limited marketing activities and focused on serving its existing customers and continuing to develop its used vehicle database and data science models for retail pricing.

CarStory’s vehicle database and data science models for pricing are also used in UACC’s business.

Further, following the Ecommerce Wind-Down and in furtherance of the Long-Term Strategic Plan discussed herein, a portion of CarStory’s technology team has been dedicated to supporting and modernizing UACC’s information technology systems.

Long-Term Strategic Plan

Since the announcement of the Value Maximization Plan in January 2024, we have been focused on building a long-term strategic plan (“Long-Term Strategic Plan”) leveraging our remaining assets to improve the profitability of the business and achieve three key objectives:

• Achieve pre-COVID Cumulative Net Losses (“CNL”) or lower;

• Grow origination with pre-COVID CNL or lower;

• Lower operating costs.

In order to achieve these objectives, we are focused on four strategic initiatives:

• Build a world class lending program :

Focus on using advanced models and analytics to predict losses and drive profitable growth, bringing subprime CNL to pre-COVID levels.

Expand the Near-Prime Program to enable UACC to become a more significant partner to dealers.

• Build a world class sales and marketing program :

Attract and retain the best dealers and drive deeper dealer engagement to enable growth.

Improve the Fast Lane, a portal built to provide the dealer with everything they need from application through contracting.

• Build operational excellence in originations :

Enhance systemic capabilities and decisioning for a more efficient process.

Integrate Vroom patent-pending AI agent into UACC’s funding process to reduce costs, improve accuracy, and reduce fraud.

Build a pre-verification automated engine to improve dealer service, improve credit quality and increase capture rates.

• Build operational excellence in servicing :

Utilize data science, advanced analytics and technology to enable an improved approach to servicing effectiveness.

Utilize the native consumer mobile app, which was launched in September 2024, to improve customer engagement and communication and target more on-time payments.

As part of our Long-Term Strategic Plan, we developed three indicative models:

(1) the Base model;

(2) the Growth model;

and (3) the Aggressive Growth model.

Each model is intended to successively build on the potential success of the prior model.

The success and timing of the execution of the three key objectives and four strategic initiatives determine which model we will pursue over time.

The Base model achieves CNL, origination cost per funded contract and servicing cost per account at pre-COVID levels in order to return the UACC business to profitability.

We also may leverage the CarStory Real Market Price for vehicle valuations in underwriting and servicing as well as continue to integrate existing Vroom and CarStory technology into our UACC Dealer Portal.

If we are successful in achieving these milestones, we will pursue the Growth model, which shares the same targets as the Base model.

Additionally, we would look to expand our Near-Prime Program to about 10% of our origination mix and begin to grow in the manufacturer-franchised dealer market.

We would expect this migration up the credit spectrum to allow us to reduce our servicing cost per account and allow us to add new features and functions to our UACC Dealer Portal.

Finally, if we are progressing well on the objectives of our Growth model, we would pursue our Aggressive Growth model.

This indicative model would aim to expand our Near-Prime Program to approximately 20% of our origination mix, further reduce our cost per serviced account, and feature further expansion into the franchise dealer market.

Since announcing the Value Maximization Plan in January 2024, the Company has pivoted to executing a long-term strategic plan ("Long-Term Strategic Plan") that leverages our core assets, including Vroom and CarStory technology, to improve the profitability of the business through four strategic initiatives:

• Build a world class lending program by focusing on using advanced models and analytics to better predict losses and drive profitable growth at UACC.

We modernized our lending infrastructure by launching a proprietary automated underwriting decision engine in June 2025.

This technology greatly accelerates application processing.

In September 2025, we launched our redeveloped custom credit-scoring model, which we believe should better evaluate segments of risk and enhance our risk precision.

We expect to continue making improvements to our advanced models and analytics in furtherance of this initiative.

• Build a world class sales and marketing program by attracting and retaining the best dealers and driving deeper dealer engagement to enable growth.

In 2025, our technology teams made substantial progress towards modernizing our infrastructure to drive speed and scalability.

This included a complete overhaul of Fast Lane, UACC’s online dealer portal.

Launched in early 2026, this upgraded platform leverages direct dealer feedback to minimize friction, increase application volume, and streamline the user experience.

• Build operational excellence in originations by enhancing systemic capabilities and decisioning for a more efficient process.

In 2025, we drove operational efficiency by integrating Vroom’s patented AI agent into certain aspects of UACC’s funding process.

This integration helped automate verification and is intended to reduce fraud and lower the cost-per-funded contract.

• Build operational excellence in servicing by utilizing data science, advanced analytics and technology to enable an improved approach to servicing effectiveness.

We are transforming our servicing effectiveness through a digital-first strategy.

The launch of our native mobile apps, for iOS and Android, in 2024 and redesigned website in 2025 drove digital adoption among accountholders.

These platforms empower accountholders with self-service options reducing manual service burden.

We expect to continue making

targeted improvements to the mobile app, website, and other components of servicing based on our data science and advanced analytics.

We remain focused on returning the UACC business to profitability by improving cumulative net loss (“CNL”), origination cost per funded contract, servicing cost per contract, and fixed costs.

Human Capital Management

As of December 31, 2024, the Company employed a total of 710 employees across its operations, of which 704 were full time.

None of our employees is represented by a labor union.

The Company maintains positive employee relations and has not experienced any operational disruptions due to labor disputes.

Beginning in January 2024, the Company implemented significant workforce reductions in order to reduce costs and streamline the business.

As part of the Ecommerce Wind-Down, Vroom Automotive, LLC implemented a reduction in force affecting 774 workers, impacting approximately 90% of its workforce.

UACC underwent multiple reductions during 2024, primarily in Servicing, Technology, Accounting and HR departments.

Our success is driven by our associates, who execute our strategy of providing indirect financing solutions to dealers and consumers.

As of December 31, 2025, we had 655 total employees across our operations, of which 649 were full time.

None of our associates is represented by a labor union or covered by a collective bargaining agreement.

We believe our relationship with our associates is positive and in good standing.

We are committed to maintaining a professional, respectful, and inclusive work environment that is free from discrimination, harassment, or any conduct that could create an offensive atmosphere.

All associates are required to complete annual training on non-discrimination, anti-harassment, and compliance topics to reinforce our commitment to a safe, supportive, and welcoming workplace.

We foster a culture of open communication and belonging, where all associates are encouraged to share ideas, speak up, and contribute to strengthening our workplace.

Our CEO holds town hall meetings to provide company-wide updates and conduct informational sessions for all employees to further transparency and engagement.

We value the perspectives of our associates and are committed to listening to their input as we continue to build and improve our culture and operations.

To enable our associates to perform at their best, we offer competitive total compensation and benefits packages, including base pay, performance incentives, comprehensive health and wellness benefits, access to a formal Employee Assistance Program with a strong focus on mental health support, retirement savings plans, paid time off, and professional development opportunities.

We invest in training and resources to equip our associates with the knowledge and tools needed to succeed in our dynamic industry.

We view our associates as our most valuable asset.

By prioritizing their development, engagement, well-being, and sense of belonging, we aim to maintain a high-performing workforce that supports long-term value creation for our dealers, consumers, shareholders, and communities.

Intellectual Property

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As of the date of this Annual Report on Form 10-K, CarStory has 34 issued or allowed U.S.

patents with expirations through 2039 and eight pending U.S.

patent applications, and Vroom has one pending nonprovisional patent.

We own 28 registrations for trademarks in the United States owned by Vroom, Vast (CarStory's parent entity) and UACC, collectively, with renewal deadlines through 2034, including Vroom®, V & Design®, Get In®, Sell Us Your Car®, VroomProtect®, CarStory®, Vast® and United Auto Credit®;

and we hold 87 registered trademarks in Australia, Brazil, China, Colombia, Chile, Argentina, the European Union, the United Kingdom, Japan, Singapore, Mexico, Canada, South Korea and Peru, including for the Vroom® trademark with renewal deadlines through 2035 and we also have pending trademark applications in the U.S.

and certain foreign jurisdictions.

patents with expirations through 2039 and 8 pending U.S.

patent applications, and Vroom has one issued patent and one pending U.S.

patent application.

We own 27 registrations for trademarks in the United States owned by Vroom, Vast (CarStory's parent entity) and UACC, collectively, with renewal deadlines through 2036, including Vroom®, V & No Color Design®, Get In®, Sell Us Your Car®, VroomProtect®, CarStory®, Vast® and United Auto Credit®.

We hold 56 registered trademarks in Australia, Brazil, China, Colombia, Chile, Argentina, the European Union, the United Kingdom, Japan, Singapore, Mexico, Canada, South Korea and Peru, including for the Vroom® trademark with renewal deadlines through 2035.

We continually review our branding strategies and technology development efforts to assess the existence, registrability, and patentability of new intellectual property.

We will work to preserve the value of our Vroom® intellectual property rights where appropriate following the Ecommerce Wind-Down.

We will continue to preserve the value of our Vroom intellectual property rights where appropriate following the Ecommerce Wind-Down.

Intellectual property laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.

Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States, and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology, brands, or other intellectual property.

Further, the laws of certain

countries do not protect proprietary rights to the same extent as the laws of the United States, and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology, brands, or other intellectual property.

Government Regulation

5 unchanged sentences

These laws mandate certain disclosures with respect to finance charges on automobile contracts and impose certain other restrictions.

Most states regulate retail installment sales, including setting a maximum interest

rate, caps on certain fees, or maximum amounts financed.

Most states regulate retail installment sales, including setting a maximum interest rate, caps on certain fees, or maximum amounts financed.

Certain states require UACC to have a sales finance license, consumer credit license, or similar applicable license.

11 unchanged sentences

We expect that regulatory investigations by both state and federal agencies will continue, and there can be no assurance that the results of such investigations will not have a material adverse effect on UACC.

On November 14, 2024, the Massachusetts Office of Consumer Affairs and Business Regulation, Division of Banks, commenced a routine compliance examination of UACC that is ongoing and in its final stages.

In connection therewith, the Division of Banks indicated that it intends to issue findings of compliance violations and impose penalties, but the extent and scope are still unknown until UACC receives a written report of preliminary findings and has the opportunity to respond.

Vroom’s prior ecommerce business, including the advertising, sale, purchase, financing and transportation of used vehicles, was regulated by every state in which we previously operated our ecommerce business, and by the U.S.

2 unchanged sentences

In addition, our ecommerce business was subject to regulations and laws specifically governing the internet and ecommerce and the collection, storage, use and other processing of personal information and other customer data.

Further, our ecommerce business was subject to current and future laws regarding the use of, training, testing, oversight and accuracy of AI.

Further, our ecommerce business was subject to laws regarding the use of, training, testing, oversight and accuracy of AI.

Additionally, we are subject to industry-specific regulations and intellectual property laws regarding proprietary data, including motor vehicle records.

7 unchanged sentences

From time to time, our ecommerce business was subject to audits, requests for information, investigations and other inquiries from our regulators related to customer complaints.

Such inquiries could continue for a period following the Ecommerce

We previously held automotive dealer licenses and motor vehicle sales finance licenses or retail installment seller licenses in multiple states.

11 unchanged sentences

The information contained on, or that can be accessed through, our website is deemed not to be incorporated in this Annual Report on Form 10-K or to be part of this Annual Report on Form 10-K or any other report filed with the SEC.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC.

The SEC maintains a website at www.sec.gov that contains reports, proxy statements, and other information regarding SEC registrants, including Vroom, Inc.

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 1. Business