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

SECURITIESFORM AND EXCHANGE COMMISSION 8-K

~~Washington,~~CURRENT ~~D.C. 20549~~ REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): May 29, 2026

~~Pursuant~~VROOM, ~~to Section 13 or 15(d)~~INC.

of(Exact ~~the~~name ~~Securities~~of ~~Exchange~~Registrant ~~Act~~as ofSpecified ~~1934~~in Its Charter)

Date of report (Date of earliest event reported): March 26, 2026


Delaware	001-39315	90-1112566
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

(~~Exact~~Former ~~name~~Name ofor ~~registrant~~Former asAddress, ~~specified~~if inChanged ~~its~~Since ~~charter)~~Last Report)

Delaware		001-39315		90-1112566
(State or other jurisdictionof incorporation or organization)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~4700~~☐Written ~~Mercantile~~communications ~~Dr.~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Fort~~☐Soliciting ~~Worth,~~material TXpursuant ~~76137~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Address~~☐Pre-commencement ofcommunications ~~principal~~pursuant ~~executive~~to ~~offices~~Rule 14d-2(b) under the Exchange Act (~~Zip~~17 ~~Code)~~CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(~~518~~c) ~~535-9125~~under the Exchange Act (17 CFR 240.13e-4(c))

~~(Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~include~~to ~~area~~Section ~~code~~12(b) of the Act:

N/A


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 (~~Former~~§ 230.405 ~~Name~~of this chapter) or ~~Former~~Rule ~~Address,~~12b-2 ifof ~~Changed~~the ~~Since~~Securities ~~Last~~Exchange ~~Report~~Act of 1934 (§ 240.12b-2 of this chapter).

~~Check~~Emerging ~~the~~growth ~~appropriate~~company ~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ ☐

☐If ~~Written~~an ~~communications~~emerging ~~pursuant~~growth tocompany, ~~Rule~~indicate ~~425~~by ~~under~~check mark if the ~~Securities~~registrant ~~Act~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(17a) ~~CFR~~of ~~230~~the Exchange Act.~~425)~~ ☐

☐Item Soliciting8.01 materialOther pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240Events.14a-12)

☐Amendment ~~Pre-commencement communications pursuant~~ to ~~Rule~~Warehouse ~~14d-2(b)~~Credit ~~under~~Facility ~~the Exchange Act (17 CFR 240.14d-2(b))~~One

☐On ~~Pre-commencement~~May ~~communications~~29, ~~pursuant~~2026, toVroom, ~~Rule~~Inc. ~~13e~~(the “Company”) through its wholly-4owned subsidiaries, United Auto Credit Corporation (c“UACC”) ~~under~~and ~~the~~UACC ~~Exchange~~Auto ~~Act~~Financing Trust IV (17the ~~CFR~~“Trust ~~240~~IV”), entered into Amendment No.~~13e-4~~ 28 (c“Amendment No. 28”) to that certain Warehouse Agreement, dated as of November 19, 2013 (as amended, “Warehouse Credit Facility One”), by and among the Trust IV, as borrower, UACC, as servicer and custodian, the lenders party thereto, the agents party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

~~Securities~~Amendment ~~registered~~No. ~~pursuant~~28 toextends ~~Section~~the 12Commitment Termination Date (bas defined in Warehouse Credit Facility One) from June 2, 2026 to July 2, 2026. All other material terms of the ~~Act:~~Warehouse Credit Facility One remain unchanged.

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

Amendment to Warehouse Credit Facility Two

~~Indicate~~On byMay ~~check~~29, ~~mark~~2026, ~~whether~~ the ~~registrant~~Company’s iswholly-owned ansubsidiaries, ~~emerging~~UACC ~~growth~~and ~~company~~UACC asAuto ~~defined~~Financing inTrust ~~Rule~~V ~~405~~(the of“Trust ~~the~~V”), ~~Securities~~entered ~~Act~~into ofAmendment ~~1933~~No. 10 (~~§230~~the “Amendment No.~~405~~ 10”) to that certain Amended and Restated Warehouse Agreement, dated as of ~~this~~March ~~chapter~~29, 2021 (as amended, the “Warehouse Credit Facility Two”), orby ~~Rule~~and ~~12b-2~~among ofthe Trust V, as borrower, UACC, as servicer, custodian, and sole certificate holder, the ~~Securities~~lenders ~~Exchange~~from ~~Act~~time ofto ~~1934~~time ~~(§240~~parties thereto, and Capital One, N.~~12b-2~~A., as administrative agent. Amendment No. 10 is effective as of ~~this~~March ~~chapter)~~31, 2026. Defined terms used but not defined in this Current Report on Form 8-K have the meaning set forth in Warehouse Credit Facility Two.

~~Emerging~~Amendment ~~growth~~No. ~~company~~10, ☐among other changes, and subject to its terms and conditions, (i) reduced the advance rate applicable to certain receivables; (ii) reduced the Minimum Tangible Net Worth covenant; (iii) added undrawn committed availability under the Senior Secured Delayed Draw Convertible Note due 2032 to what constitutes Available Liquidity; and (iv) updated the undrawn availability under the Mudrick Capital Facility. All other material terms of the Warehouse Credit Facility Two remain unchanged.

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. ☐SIGNATURES

~~Item~~Pursuant ~~2.02.~~to ~~Results~~the requirements of ~~Operations~~the ~~and~~Securities ~~Financial~~Exchange ~~Condition~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On March 26, 2026, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


			VROOM, INC.

Date:	June 3, 2026	By:	/s/ Thomas Shortt
			Thomas Shortt Chief Executive Officer

Item 7.01. Regulation FD Disclosure.

On March 26, 2026, the Company posted a corporate slide presentation with financial results for the quarter and year ended December 31, 2025 on its investor relations website, https://ir.vroom.com/news-events/events-and-presentations. The presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and will accompany management’s comments.

The information contained in Item 2.02, including Exhibit 99.1 hereto, and in Item 7.01, including Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits relating to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:

Exhibit No.		Description
99.1		Press Release dated March 26, 2026.
99.2		Earnings Presentation for the Quarter and Year Ended December 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 26, 2026	By:	/s/ Tom Shortt
		Tom Shortt
		Chief Executive Officer

Filing Compare · Vroom, Inc.