Vroom (NASDAQ: VRM) raises $10M via 5% convertible notes due 2030

Rhea-AI Filing Summary

Vroom, Inc. entered into a private financing on August 29, 2025, by selling $10,000,000 aggregate principal amount of 5.000% Convertible Notes due 2030 to Annox Capital, LLC and Robert J. Mylod, Jr. The company will receive cash from this note sale to support its long-term business strategy.

Each Purchaser is buying $5,000,000 of notes, which are immediately convertible at the holder’s discretion into common stock at a conversion price of $35 per share. The notes and the underlying conversion shares were issued in a private placement relying on exemptions from registration under Section 4(a)(2) and Rule 506 of Regulation D, with the Purchasers representing that they are accredited investors and are investing with an investment intent.

Insights

Capital structure and corporate finance analyst

Vroom raises $10M via insider-linked 5% convertible notes due 2030.

Vroom is adding $10,000,000 of 5.000% Convertible Notes due 2030 through a private placement to Annox Capital, LLC and Robert J. Mylod, Jr., at $5,000,000 each. These notes are immediately convertible into common stock at $35 per share, meaning the lenders can switch from being creditors to shareholders at their discretion.

The use of a private placement under Section 4(a)(2) and Rule 506 of Regulation D indicates the transaction targets accredited investors rather than the public. Participation by the company’s Independent Executive Chair, who is also Managing Partner of Annox Capital, ties this financing to a key insider, while the filing emphasizes it is in support of the company’s long-term business strategy.

The notes add interest-bearing obligations until conversion or maturity in 2030. Actual dilution to existing shareholders will depend on if and when holders elect to convert at the $35 conversion price, which is determined entirely by their future decisions.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): August 29, 2025

VROOM, INC.

(Exact name of Registrant as Specified in Its Charter)

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)

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

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under 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

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).

Emerging growth company ☐

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Note Purchase Agreement

On August 29, 2025, Vroom, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with Annox Capital, LLC and Robert J. Mylod, Jr. (together, the “Purchasers”), in support of the Company’s long-term business strategy. Mr. Mylod is the Managing Partner of Annox Capital, LLC and the Independent Executive Chair of the board of directors of the Company.

The Purchase Agreement provides for the issuance and sale (the “Private Placement”) by the Company of $5,000,000 of the Company’s 5.000% Convertible Notes due 2030 (the “Notes”) to each Purchaser, for an aggregate principal amount of $10,000,000 of the Notes. The Notes are immediately convertible at the Purchasers’ discretion into shares of the Company’s common stock, $0.001 par value, at a price per share of $35 (the “Conversion Shares”).

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information regarding the Private Placement set forth under Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The offer and sale of the Notes and the Conversion Shares underlying the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company issued the securities in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company relied on these exemptions from registration based in part on the representations made by the Purchasers, including the representations with respect to the Purchasers’ status as accredited investors, as such term is defined in Rule 501(a) of the Securities Act, and the Purchasers’ investment intent.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Note Purchase Agreement, dated August 29, 2025, by and among the Company and the Purchasers.
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:	August 29, 2025	By:	/s/ Jonathan Sandison
			Jonathan Sandison Chief Financial Officer

FAQ

What financing did Vroom (VRM) announce in this 8-K?

Vroom, Inc. disclosed a private placement of $10,000,000 aggregate principal amount of its 5.000% Convertible Notes due 2030, sold to Annox Capital, LLC and Robert J. Mylod, Jr.

What is the conversion price of Vrooms new convertible notes?

The 5.000% Convertible Notes due 2030 are immediately convertible at the Purchasers discretion into Vroom common stock at a price of $35 per share.

Who are the investors in Vrooms $10 million convertible note private placement?

The Purchasers are Annox Capital, LLC and Robert J. Mylod, Jr., each purchasing $5,000,000 of the notes. Mr. Mylod is Managing Partner of Annox Capital, LLC and the Independent Executive Chair of Vrooms board.

Were Vrooms 5.000% Convertible Notes due 2030 registered with the SEC?

No. The notes and the underlying conversion shares were issued in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

What exemptions did Vroom rely on for the unregistered sale of its convertible notes?

Vroom relied on exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, based in part on the Purchasers representations that they are accredited investors and their investment intent.

How does this $10 million note issuance relate to Vrooms business strategy?

The company states that the Note Purchase Agreement and related private placement were entered into in support of Vrooms long-term business strategy.