Vroom (VRM) 10% Owner Mudrick Capital Acquires Convertible Notes

What Happened

• Mudrick Capital Management, L.P. (a reported 10% owner and the designated filer) reported two acquisitions (transaction code A) tied to an Exchange and Subscription Agreement with Vroom dated May 14, 2026. The filings reflect grants of Senior Secured Delayed Draw Convertible Notes due 2032 that are convertible into Vroom common stock under the notes’ terms.
• The transaction entries in the Form 4 show N/A for share counts in the main table, but the footnotes list the convertible-share equivalents by fund. One schedule lists convertible amounts totaling 584,800 shares (across several Mudrick funds) and a second schedule lists 517,515 shares (across other Mudrick accounts), subject to adjustment and the notes’ terms. No cash purchase prices or dollar values are provided in the filing.

Key Details

• Transaction dates: May 14, 2026 and May 29, 2026 (both recorded as acquisitions of derivative securities).
• Security type: Senior Secured Delayed Draw Convertible Notes due 2032 (derivative convertible into common stock).
• Convertible-share equivalents (per footnotes): one set totaling 584,800 shares; another set totaling 517,515 shares (breakdowns by individual Mudrick entities provided in the filing).
• Shares owned after transaction: not explicitly stated in the main table; the reporting persons disclaim beneficial ownership beyond any pecuniary interest (see footnote F8).
• Filing split: This Form 4 is the second of two filings for the same event because there are more than ten reporting persons; Mudrick Capital Management, L.P. is the designated filer.
• No indication in the filing of a 10b5-1 plan, tax withholding sale, or late filing in the Form 4 header/remarks.

Context

• These were not open-market buys of common stock but acquisitions of convertible debt instruments that may convert into equity later; conversion is subject to contractual terms and adjustments, so the eventual equity issuance (timing and amount) could change.
• This is institutional/10%‑owner activity involving multiple Mudrick-managed funds and affiliated entities; the filing expressly disclaims beneficial ownership beyond pecuniary interests and does not necessarily signal an insider’s personal view of Vroom stock.