[8-K] Vroom, Inc. Reports Material Event

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Corporate Securities Counsel

TL;DR: Administrative S-8 updates align legacy equity plans with new holding company; negligible valuation impact.

These Post-Effective Amendments merely substitute ContextLogic Holdings for its predecessor, satisfying Rule 414 successor-issuer requirements. Because no new shares are registered and all plan terms remain unchanged, dilution risk is unchanged. The move preserves employee incentive continuity and avoids fresh registration costs. From a governance perspective, the company reiterates indemnification provisions and transfer-restriction language designed to protect tax attributes. Overall, the filing is routine housekeeping after a reorganization and should not, by itself, alter the investment thesis.

Portfolio Manager

TL;DR: Equity plans intact; LOGC now trades on OTCQB—liquidity may tighten but fundamentals unchanged.

Investors now hold LOGC shares instead of WISH on a one-for-one basis. Movement to the OTCQB implies reduced trading liquidity and potential index exclusion, a modest negative. However, no new share supply enters the market, and employee option overhang is unaffected. The filing signals completion of the internal reorg, removing a technical overhang. Absent additional operational data, I view the disclosure as neutral for valuation but note the venue shift could pressure near-term volumes.

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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 7, 2025

VROOM, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39315		90-1112566
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

4700 Mercantile Dr.

Fort Worth, TX 76137

(Address of principal executive offices) (Zip Code)

(518) 535-9125

(Registrant’s telephone number, include area code)

N/A

(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 per share	VRM	The 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 2.02. Results of Operations and Financial Condition.

On August 7, 2025, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On August 7, 2025, the Company posted a corporate slide presentation with financial results for the quarter ended June 30, 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 August 7, 2025.
99.2		Earnings Presentation for the Quarter Ended June 30, 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: August 7, 2025		By:		/s/ Tom Shortt
				Tom Shortt
				Chief Executive Officer