What changed in this filing

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Item 3. Legal Proceedings

2026-03-26 compared with 2025-03-11 · 40 added, 112 removed, 94 unchanged (62% of the section changed)

2 unchanged sentences

The outcome of litigation, regardless of the merits, is inherently uncertain.

On November 13, 2024, we commenced a voluntary proceeding (the “Prepackaged Chapter 11 Case”) under Chapter 11 of the United States Code, 11 U.S.C.

§§ 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 Debtor’s disclosure statement, (b) confirming the Prepackaged Plan of Reorganization of Vroom, Inc.

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

On January 14, 2025, the conditions to the effectiveness of the Plan were satisfied or waived and the Plan became effective, and the Company emerged from the Prepackaged Chapter 11 Case.

Beginning in March 2021, multiple putative class actions were filed in the U.S.

District Court for the Southern District of New York by certain of the Company’s stockholders against the Company and certain of the Company’s officers alleging violations of federal securities laws.

The lawsuits were captioned Zawatsky et al.

et al., Case No.

All three of the lawsuits asserted similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5.

In each case, the named plaintiff(s) sought to represent a proposed class of all persons who purchased or otherwise acquired the Company’s securities during a period from June 9, 2020 to March 3, 2021 (in the case of Holbrook and Hudda), or November 11, 2020 to March 3, 2021 (in the case of Zawatsky).

In August 2021, the Court consolidated the cases under the new name In re:

Securities Litigation, Case No.

21-cv-2477, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed.

The court-appointed lead plaintiff subsequently filed a consolidated amended complaint that reasserts claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5 against the Company and certain of the Company’s officers, and added new claims under Sections 11, 12 and 15 of the Securities Act against the Company, certain of its officers, certain of its directors, and the underwriters of the Company’s September 2020 secondary offering.

The Company filed a motion to dismiss all claims, and briefing of this motion is complete.

The Company believes this lawsuit is without merit and intends to vigorously contest these claims.

While the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on the Company’s financial condition, cash flows, or results of operations.

In August 2021, November 2021, January 2022, and February 2022, various Company stockholders filed purported shareholder derivative lawsuits on behalf of the Company in the U.S.

District Court for the Southern District of New York against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities laws and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re:

Securities Litigation.

All four lawsuits have been consolidated under the case caption In re Vroom, Inc.

Shareholder Derivative Litigation, Case No.

21-cv-6933, and the court has approved the parties’ stipulation that the cases would remain stayed pending final resolution of In re:

Securities Litigation.

All four derivative suits remain in preliminary stages and there have been no substantive developments in any matter.

In April 2022 and April 2024, two of the Company’s stockholders filed separate purported shareholder derivative lawsuits on behalf of the Company in the U.S.

District Court for the District of Delaware against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities law and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re:

Securities Litigation.

The case filed in April 2022 is captioned Godlu v.

Hennessy et al., Case No.

22-cv-569, the case filed in April 2024 is captioned Hudda v.

Hennessy et al.

24-cv-4499., and the court in each has approved the parties’ stipulations that each case would remain stayed pending final resolution of In re:

Securities Litigation.

Both lawsuits remain in preliminary stages and there have been no substantive developments.

The Company expects that the claims asserted in all six of the above derivative suits will be dismissed because the claims asserted in these cases were released by the January 8, 2025 order of the U.S.

Bankruptcy Court for the Southern District of Texas confirming the Company’s plan of reorganization

In January 2022, the Company received a non-public civil investigative demand from the Federal Trade Commission (“FTC”), seeking the production of information related to certain of the Company's business practices and the Company responded to those information requests.

On February 23, 2024, the FTC notified the Company that it has reason to believe that the Company violated Section 5(a) of the Federal Trade Commission Act, 15 U.S.C.

the FTC's Mail, Internet, or Telephone Order Merchandise Rule, 16 C.F.R.

the FTC’s Used Motor Vehicle Trade Regulation Rule,16 C.F.R.

and the FTC’s Pre-Sale Availability Rule, 16 C.F.R.

On May 6, 2024, Vroom, Inc., Vroom Automotive, LLC and the FTC reached an agreement to resolve the FTC’s allegations without any admission of wrongdoing by either Vroom entity, subject to final approval by the FTC and the court.

Under the agreement, the Company agreed to pay a total of $1 million in customer redress and abide permanently by an injunction.

The FTC issued its final approval of the agreement on July 2, 2024, and a mutually agreed upon order reflecting the agreement was entered by the Court on July 10, 2024.

The case is captioned Federal Trade Commission v.

et al., Case No.

4:24-cv-02496.

In April 2022, the Attorney General of Texas filed a petition on behalf of the State of Texas in the District Court of Travis County, Texas against the Company, alleging violation of the Texas Deceptive Trade Practices − Consumer Protection Act, Texas Business and Commerce Code § 17.41 et seq., based on alleged deficiencies and other issues in the Company’s marketing of used vehicles and fulfilment of customer orders, including the titling and registration of sold vehicles.

According to the petition, 80% of the customer complaints referenced in the petition were received in the 12 months prior to April 2022.

The petition is captioned State of Texas v.

Vroom Automotive LLC, and Vroom Inc., Case No.

D-1-GN-001809.

In May 2022, Vroom Automotive, LLC and the Attorney General of the State of Texas agreed to a temporary injunction in which Vroom Automotive, LLC agreed to adhere to its existing practice of possessing title for all vehicles it sells or advertises as available for sale on its ecommerce platform.

In December 2023, Vroom, Inc., Vroom Automotive, LLC and the Attorney General of the State of Texas reached a final agreement to resolve all claims in the petition, without any admission of wrongdoing by either Vroom entity.

Under the agreement, the Company agreed to pay a total of $2 million in civil penalties and $1 million in attorneys' fees, with the first half due in September 2024 and the remaining half due in September 2025, and abide permanently by an injunction of certain operational practices that were previously implemented.

As previously disclosed, the Company has been subject to audits, requests for information, investigations and other inquiries from its regulators.

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Chief Executive Officer, Director, and President and Chief Executive Officer of UACC

Agnieszka Zakowicz

Chief Financial Officer

1 unchanged sentence

Chief Legal Officer, Chief Compliance Officer and Secretary

UACC Chief Financial Officer

has served as a member of our Board of Directors since September 2015 and Independent Executive Chair of the Board since May 2022.

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Mylod’s experience as a venture capital investor and a senior finance executive, including having served as the chief financial officer and vice chairman of a large publicly traded online services provider, qualifies him to serve on our Board of Directors.

Krakowiak has served as a Director and Vice Chair of the Board of Vroom since May 2024.

Krakowiak has served as a Director and Vice Chair of the Board of Directors since May 2024.

Prior to that, Mr.

Krakowiak was Chief Financial Officer and Treasurer of Vroom from September 2021 to May 2024.

Krakowiak was Chief Financial Officer and Treasurer of the Company from September 2021 to May 2024.

Prior to that, he served as Chief Financial Officer and Treasurer of Stoneridge Corporation since August 2016 and was appointed as Executive Vice President in October 2018.

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Prior to that, Mr.

Crow served as Senior Vice President, Human Resources of

Kmart Corporation, a leading general merchandise retailer, from May 1999 through May 2002.

Crow previously served as a director of Milacron Holdings, Corp., a global leader in the plastic technology and processing industry, where he chaired its Leadership Development and Compensation Committee, and currently serves as a director of a number of private companies.

Crow served as Senior Vice President, Human Resources of Kmart Corporation, a leading general merchandise retailer, from May 1999 through May 2002.

private companies.

Crow earned a Bachelor of Arts degree from California State University at Northridge.

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Farello’s experience in private equity investments and expertise in the consumer sector, along with his service as a director at numerous companies, qualifies him to serve on our Board of Directors.

Lang has served on our Board of Directors since May 2020.

Lang has served as the Managing Director of Narragansett Ventures, LLC, a strategic advisory firm focused on digital business transformation and growth investing, since January 2014.

Since November 2018, Ms.

Lang has also served as an adviser to L Catterton.

Lang was the Chief Executive Officer of Time Inc., one of the largest branded media companies in the world, until 2013.

From 2008 until she joined Time Inc.

Lang was Chief Executive Officer of Digitas Inc., a marketing and technology agency and unit of Publicis Groupe S.A.

In addition, she headed the company’s pure-play digital agencies, including Razorfish, Big Fuel, Denuo and Phonevalley.

Lang currently serves as a member of the board of directors and the talent and compensation and finance committees of V.

Corporation, an international apparel and footwear company, and a member of the board of directors and chair of the compensation committee and member of the audit committee of Oscar Health Inc., a health insurance company built on a technology platform, since 2022.

She previously served as a member of the board of directors of Care.com Inc.

from August 2014 to June 2016, Nutrisystem, Inc.

from 2010 to 2012 and Benchmark Electronics, Inc.

from 2005 to 2011.

Lang holds a Bachelor of Arts from Tufts University and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

We believe Ms.

Lang’s extensive leadership experience, digital and media expertise and service on the board of directors of other public companies qualifies her to serve on our Board of Directors.

O’Shaughnessy has served on our Board of Directors since May 2020.

Since December 2022, Ms.

O'Shaughnessy has served as the Chief Marketing Officer and Co-Founder of Picnic Group, a data-driven consumer packaged goods company where she oversees the scaling of founder-created consumer packaged goods brands.

O’Shaughnessy is a strategic growth and operations consultant for a number of direct to consumer brands.

From December 2022 to December 2024, Ms.

O’Shaughnessy served as the Chief Marketing Officer and Co-Founder of Picnic Group, a data-driven consumer packaged goods company where she oversaw the scaling of founder-created consumer packaged goods brands.

Previously she was the Chief Executive Officer of SocialCode, LLC, a technology company that manages digital and social advertising for leading consumer brands, which she co-founded in 2009 and led until August 2020.

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Pietroforte's financial sophistication, capital market expertise, and extensive experience investing in a number of privately and publicly held companies, qualify him to serve on our Board of Directors.

Pretlow has served on our Board of Directors since April 2021.

Pretlow is a former Senior Vice President of The Capital Group, an investment management firm, where she led the public fund business development and client

relationship group and was also responsible for large client relationships from 1999 until 2011.

Prior to joining The Capital Group, she worked for Montgomery Asset Management and Blackrock (formerly Barclays Global Investors).

She was a member of the board of directors and was the audit and finance committee chair of Williams-Sonoma, Inc.

from August 2021 to June 2024.

She is also a member of the board of directors of Greenlight Financial Technology, Inc., where she serves on the audit committee.

In addition, she currently serves as chair of the board of The Harry and Jeanette Weinberg Foundation, is a member of the board of trustees of The Kresge Foundation, and she is a charter board trustee of Northwestern University.

Pretlow holds a Bachelor of Arts in Political Science and a Master of Business Administration, both from Northwestern University, and is a 2017 Fellow of Stanford’s Distinguished Careers Institute.

We believe Ms.

Pretlow’s extensive leadership experience, including roles in finance and business development, along with her experience as a director, qualify her to serve on our Board of Directors.

Nikul Patel has served on our Board of Directors since April 2025.

Since November 2025, Mr.

Patel has served as the Chief Growth Officer of LoanDepot Inc.

From November 2019 to November 2025, he served as CEO of LoanGlide, Inc., an embedded financing platform for personal loans that he co-founded.

Prior to that, Mr.

Patel held a variety of leadership roles at LendingTree, Inc.

from June 2012 to February 2019, including serving as Chief Strategy Officer, Chief Product Officer, Chief Operating Officer, Chief Technology Officer and Senior Vice President Product.

From 2012 to 2019, he served in a variety of roles at Intel Corporation.

Previously, Mr.

Patel also held leadership roles, including President, Products at Bills.com, Inc.

and Chief Operating Officer and Vice President at predecessor company Home-Account, Inc.

together from 2009 to 2012.

In 2003, he co-founded Movoto.com, an online real estate search platform.

Patel has served on the Board of Directors for Skyline Champion Homes (NYSE:SKY) since July 2022.

In the past, he has also served on the Board of Directors for Data-Axle Inc.

from July 2019 to July 2025, and GetAround, Inc.

from May 2024 to June 2025.

Patel holds a Bachelor of Science in Electronics and Communication Engineering from Gujarat University, a Master of Science in Computer Engineering from Florida Atlantic University, and a Master of Business Administration from the Wharton School at the University of Pennsylvania.

He also holds a Directorship Certification from National Association of Corporate Directors (NACD) and a CyberRisk Oversight Program Certification from NACD in partnership with Carnegie Mellon University.

We believe Mr.

Patel’s expertise in consumer finance, technology and cybersecurity, as well as in corporate governance and business operations, qualifies him to serve on our Board of Directors.

Shortt has served as the Company's Chief Executive Officer since May 2022 and previously served as the Company's Chief Operating Officer from January 2022.

Since March 1, 2024, Mr.

Shortt has also served as the President of UACC.

Prior to joining Vroom, Mr.

Shortt served as Senior Vice President at Walmart Inc.

("Walmart") starting in 2018, where he developed the ecommerce supply chain strategy and led improvements through the use of analytics, processes and systems.

starting in 2018, where he developed the ecommerce supply chain strategy and led improvements through the use of analytics, processes and

Prior to his time at Walmart, Mr.

5 unchanged sentences

Shortt’s service as our chief executive officer and his expertise in transformation, ecommerce, operations, supply chain, data analytics and change management qualifies him to serve on our Board of Directors.

Agnieszka Zakowicz has served as the Chief Financial Officer and Treasurer of Vroom since May 2024.

Prior to that, she served as Senior Vice President and Principal Accounting Officer of Vroom since July 2022, and as Vice President of SEC Reporting and Accounting Policy since August 2020, where she was responsible for financial reporting, technical accounting and SOX compliance.

Previously, Ms.

Zakowicz served as Senior Director of Accounting Policy since joining the Company in January 2019.

Prior to joining the Company, Ms.

Zakowicz worked as a Director in the Capital Markets and Accounting Advisory Practice at PricewaterhouseCoopers LLP for 18 years, where she assisted various clients with the financial reporting aspects of capital market transactions and technical accounting.

Zakowicz holds a Bachelor’s Degree from the Warsaw School of Economics.

Jon Sandison has served as the Company's Chief Financial Officer since May 2025.

Beginning in February 2024, he served as the Chief Financial Officer of UACC.

Prior to that, Mr.

Sandison was the Vice President of Investor Relations and Financial Planning & Analysis at Vroom, after starting at the Company in October 2022.

Previously, Mr.

Sandison led global Financial Planning & Analysis at Stoneridge, Inc., from 2017 to 2022.

He also held leadership roles in Treasury and Financial Planning & Analysis at Yazaki North America from 2015 to 2017 and leadership roles in Commercial and Community Banking at J.P.

Morgan Chase from 2009 to 2015.

Sandison holds a Bachelor of Business Administration from Wayne State University.

Anna-Lisa Corrales has served as the Company's Chief Legal Officer, Chief Compliance Officer, and Secretary since August 2024.

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Corrales holds a Bachelor of Arts from Duke University and a Juris Doctor from New York University School of Law.

Jon Sandison has served as the Chief Financial Officer of UACC since February 2024.

Prior to that, he served as the Vice President of Investor Relations and Financial Planning & Analysis at Vroom, after starting at the Company in October 2022.

Previously, Mr.

Sandison led global Financial Planning & Analysis at Stoneridge, Inc., from 2017 to 2022.

He also held leadership roles in Treasury and Financial Planning & Analysis at Yazaki North America from 2015 to 2017 and leadership roles in Commercial and Community Banking at J.P.

Morgan Chase from 2009 to 2015.

Sandison holds a Bachelor of Business Administration from Wayne State University.

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 3. Legal Proceedings