UNITED ~~STATES SECURITIES~~STATESSECURITIES AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 2516, ~~2025~~2026

VROOM, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~001-39315~~	001-39315	90-1112566
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
4700 Mercantile Dr.
Fort Worth, Texas			76137
(Address of Principal Executive Offices)			(Zip Code)

4700 Mercantile Dr.
Fort Worth, Texas		76137
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (518) 535-9125

    

~~Registrant’s Telephone~~(Former ~~Number~~Name or Former Address, ~~Including~~if ~~Area~~Changed ~~Code:~~Since ~~(518)~~Last ~~535-9125~~Report)

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since Last~~Form ~~Report)~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~☐Written ~~the~~communications ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 230.425)

☐Soliciting ~~Written~~material ~~communications~~ pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

☐Pre-commencement ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

☐ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

☐Securities ~~Pre-commencement~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~13e-4~~12(cb) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.13e-4(c))~~:

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	VRM	Nasdaq Global Market

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		VRM		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

~~Indicate~~Emerging ~~by check mark whether the registrant is an emerging~~ growth company ~~as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).~~ ☐

~~Emerging~~If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

IfItem an1.01 emergingEntry growthinto company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ofMaterial theDefinitive Exchange ActAgreement. ☐

~~Item~~On January 16, 2026, Vroom Automotive LLC (“Vroom Automotive”), a Delaware limited liability company and a subsidiary of Vroom, Inc. (the “Company”), holding intellectual property licenses and other financial assets, issued to SPE Holdings 2026-1, a Delaware statutory trust (“SPE Holdings”), 15,000 newly issued Series A preferred units (the “Series A Preferred Units”) and 7,500 newly issued Series B preferred units (the “Series B Preferred Units” and together with the Series A Preferred Units, the “Vroom Automotive Preferred Units”) for aggregate gross proceeds of $22,500,000.01 ~~Entry~~The ~~into~~Vroom Automotive Preferred Units are being issued pursuant to a ~~Material~~Preferred ~~Definitive~~Unit Purchase Agreement (the “Preferred Unit Purchase Agreement”), dated as of January 16, 2026, by and among the Company, Vroom Automotive and SPE Holdings, and Vroom Automotive’s Second Amended and Restated Limited Liability Company Agreement (the “A&R LLC Agreement”), dated as of January 16, 2026, which amends and restates the existing LLC agreement and establishes the terms of the Vroom Automotive Preferred Units.

OnThe ~~November~~Vroom ~~25,~~Automotive ~~2025,~~Preferred ~~Vroom, Inc.~~Units ~~(the~~will ~~“Company”)~~be ~~entered~~entitled ~~into~~to receive a ~~Note~~quarterly ~~Purchase~~preferential ~~Agreement~~distribution, (equal to the ~~“Purchase~~liquidation ~~Agreement”)~~preference ~~with~~of ~~Robert~~such J.Vroom ~~Mylod~~Automotive Preferred Units multiplied by a variable distribution rate, ~~Jr. (~~which will reset on each quarterly distribution date in an amount equal to the ~~“Investor”~~ninety (90) inday ~~support~~average of the ~~Company’s~~Secured ~~long-term~~Overnight ~~business~~Financing ~~strategy~~Rate (SOFR) plus a spread of 8.25% Mrfor Series A Preferred Units and 9% for Series B Preferred Units. ~~Mylod~~The isSeries ~~the~~B ~~Independent~~Preferred ~~Executive~~Units ~~Chair~~are ofconvertible ~~the~~into ~~board~~common units of ~~directors~~Vroom Automotive at the option of the ~~Company~~Counterparty at any time. The Series A Preferred Units are not convertible.

~~Pursuant~~Vroom toAutomotive ~~the~~expects ~~Purchase Agreement, the Company agreed~~ to issue Senior Secured Delayed Draw Notes due 2026 (the “Notes”) in a maximum aggregate principal commitment amount of $10,500,000, with an initial issuance of $5,000,000. The Notes bear interest, payable quarterly in arrears, at a per annum rate equal to Term SOFR (three-month tenor) plus 7.50%, and contain customary covenants, events of default, and conditions for subsequent note issuance. The Notes are secured by the assets of the Company under the security agreement issued by the Company in favor of the Investor. The Notes mature on November 25, 2026; however, the Notes may be prepaid at any time, in whole or in part, without penalty or premium. The Company intends to use the proceeds from the ~~Notes~~transaction for ~~working~~the ~~capital~~Company’s ~~and~~ general corporate purposes.

~~Item~~The ~~2.03~~foregoing ~~Creation~~descriptions of athe ~~Direct~~Preferred ~~Financial~~Unit ~~Obligation~~Purchase orAgreement anand ~~Obligation under~~the anA&R ~~Off-Balance~~LLC ~~Sheet~~Agreement ~~Arrangement~~do not purport to be complete and are subject to, and qualified in their entirety by, the full text of athe ~~Registrant~~Preferred Unit Purchase Agreement and the A&R LLC Agreement, which are filed as exhibits 10.1 and 10.2 to this Current Report on Form 8-K (“Current Report”), respectively, and incorporated herein by reference.

The information set forth under Item 1.01 of this Current Report on Form 8Forward-KLooking is incorporated by reference into this Item 2.03.Statements

1This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the benefits of and expected use of proceeds from the transaction discussed above, and the timing of the foregoing. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that our Long-Term Strategic Plan may not be successful, and may not lead to growth and enhanced profitability. For other factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this Current Report. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~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 hereunto duly authorized.~~(d) Exhibits

	VROOM, INC.
Exhibit No.		Description
Date: November 26, 2025	By:	/s/ Jonathan Sandison
10.1#		Preferred Unit Purchase Agreement, dated as of January 16, 2026 by and among the Company, Vroom Automotive LLC and SPE Holdings 2026-1
		Jonathan Sandison
10.2#		Second Amended and Restated Limited Liability Company Agreement of Vroom Automotive LLC, dated as of January 16, 2026
		Chief Financial Officer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2# Certain portions of this exhibit (indicated by "[***]") have been omitted pursuant to Regulation S-K, Item (601)(b)(10).

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 hereunto duly authorized.


			VROOM, INC.

Date:	January 20, 2026	By:	/s/ Jon Sandison
			Name: Jonathan Sandison Title: Chief Financial Officer

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