Vroom, Inc. 10-K

Item 9A. Controls and Procedures Limitations on effectiveness of controls and procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, using the criteria described in Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. 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 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, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B . Other Information a) Disclosure in lieu of reporting on a Current Report on Form 8-K. Not applicable. b) Insider Trading Arrangements and Policies. During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 135 Table of Contents PART III Item 10. Directors, Executive Off icers, and Corporate Governance We have adopted a written code of ethics, entitled “Code of Business Conduct and Ethics,” that applies to all of our directors, executive officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. We make available our code of ethics free of charge through our investor relations website which is located at ir.vroom.com . We intend to post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of our code of ethics. The information concerning our executive offers and directors required by this Item 10 is contained under the caption “Information about our Executive Officers and Directors” at the end of Part I of this Annual Report on Form 10-K. The remaining information required by this item is incorporated by reference to Vroom’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025, under the headings "Our Board of Directors," "Our Executive Officers," "Corporate Governance," and, if applicable, "Delinquent Section 16(a) Reports." Item 11. Executi ve Compensation The information required by this item is incorporated by reference to Vroom’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025, under the headings "Executive Compensation" and "Compensation Committee Interlocks and Insider Participation." Item 12. Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters The information required by this item is incorporated by reference to Vroom’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025, under the headings "Security Ownership of Certain Beneficial Owners and Management" and "Securities Authorized for Issuance under Equity Compensation Plans." Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to Vroom’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025, under the headings "Certain Relationships and Related Person Transactions" and "Corporate Governance." Item 14. Principal Accou nting Fees and Services The information required by this item is incorporated by reference to Vroom’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025, under the subheading "Principal Accountant Fees and Services." 136 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules 1. Financial Statements: The Consolidated Financial Statements of Vroom are set forth in Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K. 3. Exhibits: The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K. INDEX TO EXHIBITS Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith Furnished Herewith 2.1 Agreement and Plan of Merger, dated as of October 11, 2021, by and among Vroom, Inc., Vroom Finance Corporation, Unitas Holdings Corp. and Fortis Advisors LLC, solely in its capacity as the equityholders' representative 8-K 001-39315 2.1 October 12, 2021 2.2 Prepackaged Plan of Reorganization for Vroom, Inc. Under Chapter 11 of the Bankruptcy Code 8-K 001-39315 2.1 January 15, 2025 3.1 Certificate of Change of Registered Agent and/or Registered Office 10-K 001-39315 3.1 March 11, 2025 3.2 Restated Certificate of Incorporation of Vroom, Inc. 10-K 001-39315 3.2 March 11, 2025 3.3 Amended and Restated Bylaws of Vroom, Inc. 8-K 001-39315 3.2 January 15, 2025 4.1 Eighth Amended and Restated Investors’ Rights Agreement, dated as of November 21, 2019, by and among Vroom, Inc. and certain holders of its capital stock S-1/A 333-238482 4.2 May 18, 2020 4.2 Description of Registrant's Securities 10-K 001-39315 4.2 March 11, 2025 10.1† Second Amended & Restated 2014 Equity Incentive Plan, as amended S-1/A 333-238482 10.1 May 18, 2020 10.2† First Amendment to the Second Amended and Restated Vroom, Inc. 2014 Equity Incentive Award Plan 10-Q 001-39315 10.3 August 13, 2020 137 Table of Contents 10.3† Second Amendment to the Second Amended and Restated Vroom, Inc. 2014 Equity Incentive Award Plan 10-Q 001-39315 10.4 August 13, 2020 10.4† Form of Stock Option Agreement pursuant to the Second Amended and Restated 2014 Equity Incentive Award Plan 10-K 001-39315 10.4 March 3, 2021 10.5† Form of Restricted Stock Unit Agreement pursuant to the Second Amended and Restated 2014 Equity Incentive Award Plan 10-K 001-39315 10.5 March 3, 2021 10.6† 2019 Short Term Incentive Plan S-1/A 333-238482 10.2 May 18, 2020 10.7† Amended and Restated 2020 Incentive Award Plan 10-K 001-39315 10.7 March 11, 2025 10.8† Form of Restricted Stock Unit Agreement pursuant to the 2020 Incentive Award Plan 10-Q 001-39315 10.2 August 13, 2020 10.9† Form of Stock Option Grant Notice and Stock Option Agreement pursuant to the 2020 Incentive Award Plan 10-Q 001-39315 10.4 August 8, 2022 10.10† 2022 Inducement Award Plan S-8 333-265233 99.1 May 26, 2022 10.11† Form of Restricted Stock Unit Agreement pursuant to the 2022 Inducement Award Plan S-8 333-265233 99.2 May 26, 2022 10.12† Form of Stock Option Agreement pursuant to the 2022 Inducement Award Plan S-8 333-265233 99.3 May 26, 2022 10.13† Amended and Restated Non-Employee Director Compensation Policy 10-Q 001-39315 10.9 August 8, 2022 10.14† Form of Indemnification Agreement S-1/A 333-238482 10.5 June 1, 2020 10.15† Amended and Restated Executive Severance Plan, as amended and restated 10-K 001-39315 10.15 March 11, 2025 10.16† 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. 10-K 001-39315 10.19 March 13, 2024 138 Table of Contents 10.17 † Letter Agreement, dated as of September 13, 2021, by and between Robert Krakowiak and Vroom, Inc. 8-K 001-39315 10.1 September 13, 2021 10.18 † Amended Offer Letter, dated as of May 20, 2022, by and between Robert R. Krakowiak and Vroom, Inc. 8-K 001-39315 10.2 May 26, 2022 10.19† Letter Agreement, dated as of December 15, 2021, by and between Thomas Shortt and Vroom, Inc. 8-K 001-39315 10.1 December 17, 2021 10.20 † Letter Agreement dated as of March 11, 2024, by and between Thomas Shortt and Vroom, Inc. 10-K 001-39315 10.25 March 13, 2024 10.21 † Letter Agreement dated as of March 11, 2024, by and between Robert Ronald Krakowiak and Vroom, Inc. 10-K 001-39315 10.26 March 13, 2024 10.22 † Letter Agreement dated as of March 11, 2024, by and between Patricia Moran and Vroom, Inc. 10-K 001-39315 10.27 March 13, 2024 10.23 † Employment Letter, dated as of May 9, 2022, by and between Thomas Shortt and Vroom, Inc. 8-K 001-39315 10.1 May 9, 2022 10.24 † Separation Agreement, dated as of May 7, 2024, by and between Robert R. Krakowiak and Vroom, Inc. 10-Q 001-39315 10.1 August 8, 2024 10.25 † Employment Letter, dated as of May 7, 2024, by and between Agnieszka Zakowicz and Vroom, Inc. 10-Q 001-39315 10.3 August 8, 2024 10.26 † Employment Letter, dated as of July 23, 2024, between Anna-Lisa Corrales and Vroom, Inc. 10-Q 001-39315 10.5 August 8, 2024 10.27 † Nominee and Indemnity Agreement, dated September 1, 2020, by and among Catterton Management Company, L.L.C. as investment manager of CGP2 Lone Star, L.P., Michael Farello and Vroom, Inc. S-1/A 333-248655 10.21 September 8, 2020 10.28 † Assignment of Contracts, dated July 29, 2021, by and between CGP2 Lone Star, LP as assignor and Catterton Growth Partners II, L.P., Catterton Growth Partners II 10-Q 001-39315 10.1 August 11, 2021 139 Table of Contents Offshore, L.P., L Catterton Growth Partners III, L.P. and L Catterton Growth Partners Offshore III, L.P. as assignees, of the Nominee and Indemnity Agreements, dated September 1, 2020, of Scott Dahnke and Michael Farello 10.29 Restructuring Support Agreement, dated November 12, 2024 10-Q 001-39315 10.1 November 12, 2024 10.30 Warrant Agreement, dated as of January 14, 2025, between Vroom, Inc. and Equiniti Trust Company, LLC 8-K 001-39315 10.1 January 15, 2025 10.31 Board Observer Agreement by and between Vroom, Inc. and Jason Mudrick, dated February 18, 2025 10-K 001-39315 10.35 March 11, 2025 10.32# 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 10-K 001-39315 10.36 March 11, 2025 10.33# 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 10-Q 001-39315 10.2 May 10, 2024 10.34# 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 10-Q 001-39315 10.3 May 10, 2024 140 Table of Contents 10.35# 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 10-Q 001-39315 10.4 May 10, 2024 10.36 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 10-K 001-39315 10.40 March 11, 2025 10.37 Amendment No. 1 to the Loan and Security Agreement by and among Vroom, Inc., Darkwater Funding, LLC, United Auto Credit Corporation, Mudrick Capital Management, L.P., and the lender parties hereto, dated October 9, 2025 8-K 001-39315 10.1 October 10, 2025 10.38# Indenture, dated as of February 28, 2025, by and between United Auto Credit Securitization Trust 2025-1 and Computershare Trust Company, N.A. 10-Q 001-39315 10.9 May 14, 2025 10.39# 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 10-Q 001-39315 10.10 May 14, 2025 10.40 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 10-Q 001-39315 10.11 May 14, 2025 10.41# Sale and Servicing Agreement by and among United Auto Credit Securitization Trust 2025-1, as 10-Q 001-39315 10.12 May 14, 2025 141 Table of Contents issuer, United Auto Credit Financing, LLC, as depositor, United Auto Credit Corporation, as servicer, and Computershare Trust Company, N.A, as backup servicer and indenture trustee, dated as of February 28, 2025 10.42 † Letter Agreement, dated as of May 12, 2025, by and between Jonathan Sandison and Vroom, Inc. 10-Q 001-39315 10.13 May 14, 2025 10.43 † Separation Agreement, dated as of May 15, 2025, between Agnieszka Zakowicz and Vroom, Inc. 10-Q 001-39315 10.8 August 7, 2025 10.44# 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, National Association, as administrative agent, as amended on March 28, 2025 10-Q 001-39315 10.6 May 14, 2025 10.45 Amended and Restated Warehouse Agreement, dated as of July 11, 2019, 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 an administrative agent, as amended on August 29, 2025 10-Q 001-39315 10.1 November 10, 2025 10.46 Amendment to Amended and Restated Warehouse Agreement, dated as of July 11, 2019, 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 an administrative agent, as amended on October 9, 2025 10-Q 001-39315 10.2 November 10, 2025 10.47 † Letter Agreement, dated as of March 19, 2025, by and between Thomas Shortt and Vroom, Inc. S-1/A 333-286032 10.25 March 26, 2025 142 Table of Contents 10.48 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 10-Q 001-39315 10.8 May 14, 2025 10.49# Preferred Unit Purchase Agreement, dated as of January 16, 2026 by and among the Company, Vroom Automotive LLC and SPE Holdings 2026-1 8-K 001-39315 10.1 January 21, 2026 10.50# Second Amended and Restated Limited Liability Company Agreement of Vroom Automotive LLC, dated as of January 16, 2026 8-K 001-39315 10.2 January 21, 2026 10.51† Note Purchase Agreement, dated August 29, 2025, by and among the Company and the Purchasers X 10.52 † Note Purchase Agreement, dated as of November 25, 2025, by and among Vroom, Inc., and Robert J. Mylod, Jr. X 10.53# Custodian Agreement by and between United Auto Credit Corporation, as custodian, and an indenture trustee, dated as of January 31, 2026 X 10.54# Indenture, dated as of January 31, 2026, by and between United Auto Credit Securitization Trust 2026-1 and the Indenture Trustee X 10.55# Purchase Agreement by and between United Auto Credit Financing LLC, as purchaser and United Auto Credit Corporation as seller, dated as of January 31, 2026 X 10.56# Amended and Restated Trust Agreement by and among United Auto Financing LLC, as depositor, a certificate registrar and certificate paying agent, and an owner trustee, dated as of January 31, 2026 X 10.57# Sale and Servicing Agreement by and between United Auto Credit X 143 Table of Contents Corporation, as custodian and an indenture trustee, dated as of January 31, 2026 10.58 Revised Form of Restricted Stock Unit Purchase Agreement pursuant to the Amended 2020 Incentive Award Plan X 19.1 Vroom Inc. Insider Trading Compliance Policy 10-K 001-39315 3.2 March 11, 2025 21.1 Subsidiaries of the Registrant X 23.1 Consent of RSM US LLP X 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 † Policy for Recovery of Erroneously Awarded Compensation 10-K 001-39315 97.1 March 13, 2024 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 144 Table of Contents 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X † Indicates a management contract or compensatory plan or arrangement. # Certain portions of this exhibit (indicated by "[***]") have been omitted pursuant to Regulation S-K, Item (601)(b)(10). Item 16. Form 10-K Summary None. 145 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Vroom, Inc. Date: March 26, 2026 By: /s/ Thomas H. Shortt Thomas H. Shortt Chief Executive Officer (principal executive officer) Date: March 26, 2026 By: /s/ Jonathan Sandison Jonathan Sandison Chief Financial Officer (principal financial 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. Signature Title Date /s/ Thomas H. Shortt Chief Executive Officer (Principal Executive Officer) and Director March 26, 2026 Thomas H. Shortt /s/ Jonathan Sandison Chief Financial Officer (Principal Financial Officer) March 26, 2026 Jonathan Sandison /s/ Jacob Benzaquen Senior Vice President of Accounting (Principal Accounting Officer) March 26, 2026 Jacob Benzaquen /s/ Robert J. Mylod, Jr. Chairperson of the Board March 26, 2026 Robert J. Mylod, Jr. /s/ Robert R. Krakowiak Vice Chair of the Board March 26, 2026 Robert R. Krakowiak /s/ Timothy M. Crow Director March 26, 2026 Timothy M. Crow /s/ Michael J. Farello Director March 26, 2026 Michael J. Farello /s/ Laura G. O’Shaughnessy Director March 26, 2026 Laura G. O’Shaughnessy /s/ Matthew J. Pietroforte Director March 26, 2026 Matthew J. Pietroforte /s/ Nikul Patel Director March 26, 2026 Nikul Patel 146