Vroom subsidiary raises $20M in preferred-unit sale

Series B1 units may be converted into Vroom Automotive common units at SPE Holdings’ option, while Series A1 units are nonconvertible.

Rhea-AI Filing Summary

Vroom, Inc.’s subsidiary Vroom Automotive, LLC issued 16,000 newly issued Series A1 preferred units and 4,000 newly issued Series B1 preferred units to SPE Holdings 2026-1 for $20,000,000 in aggregate gross proceeds on September 30, 2026. A purchase agreement and an amended LLC agreement set the units’ terms.

Both series are entitled to quarterly preferential distributions calculated using each series’ liquidation preference and a variable rate that resets on each quarterly distribution date. The rate is the 90-day average SOFR plus 8.50% for Series A1 and 9.25% for Series B1. Series B1 is convertible into Vroom Automotive common units at SPE Holdings’ option at any time; Series A1 is not convertible. Vroom Automotive expects to use the proceeds to repay certain obligations and purchase residual interests in certain asset-backed securitization trusts.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate gross proceeds: $20,000,000 Series A1 preferred units issued: 16,000 units Series B1 preferred units issued: 4,000 units +3 more

6 metrics

Aggregate gross proceeds $20,000,000 Preferred-unit issuance on September 30, 2026

Series A1 preferred units issued 16,000 units Issued to SPE Holdings 2026-1

Series B1 preferred units issued 4,000 units Issued to SPE Holdings 2026-1

Series A1 distribution spread 8.50% Added to the 90-day average SOFR for the variable quarterly distribution rate

Series B1 distribution spread 9.25% Added to the 90-day average SOFR for the variable quarterly distribution rate

SOFR averaging period 90 days Basis for the variable quarterly distribution rate

Key Terms

preferential distribution, liquidation preference, Secured Overnight Financing Rate (SOFR), residual interests, +1 more

5 terms

preferential distribution financial

"quarterly preferential distribution"

liquidation preference financial

"equal to the liquidation preference"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Secured Overnight Financing Rate (SOFR) financial

"average of the Secured Overnight Financing Rate (SOFR)"

A secured overnight financing rate (SOFR) is the interest rate on very short, one‑day loans that are backed by high‑quality collateral (like government bonds), so lenders face less risk. Investors care because SOFR is a widely used benchmark that sets the cost of borrowing and the pricing of loans, bonds and derivatives; think of it as a trusted yardstick for short‑term interest costs that influences returns and valuations across markets.

residual interests financial

"purchase residual interests"

A residual interest is the claim on whatever cash or value remains after a set of prioritized obligations have been paid; think of it as the last slice of a pie left over once everyone else has taken their agreed portion. For investors, holding a residual interest means potential for higher returns if collections or asset values exceed expectations, but also greater volatility and risk because any shortfall is absorbed by the residual holder.

asset-backed securitization trusts financial

"certain asset-backed securitization trusts"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Vroom Automotive raise for Vroom (VRM)?

Vroom Automotive issued the preferred units for $20,000,000 in aggregate gross proceeds on September 30, 2026. The issuance comprised 16,000 Series A1 preferred units and 4,000 Series B1 preferred units, issued to SPE Holdings 2026-1.

What distribution rates do Vroom Automotive’s preferred units pay?

The units carry quarterly preferential distributions based on their liquidation preference and a variable rate that resets on each quarterly distribution date: the 90-day average SOFR plus 8.50% for Series A1 and 9.25% for Series B1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 04:13 PM Accepted by SEC EDGAR 09/30/2026 - 04:13 PM Learn about SEC filing dates

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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): September 30, 2026

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.

On September 30, 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”), 16,000 newly issued Series A1 preferred units (the “Series A1 Preferred Units”) and 4,000 newly issued Series B1 preferred units (the “Series B1 Preferred Units” and together with the Series A1 Preferred Units, the “Vroom Automotive Preferred Units”) for aggregate gross proceeds of $20,000,000. The Vroom Automotive Preferred Units are being issued pursuant to a Preferred Unit Purchase Agreement (the “Agreement”), dated as of September 30, 2026, by and among the Company, Vroom Automotive and SPE Holdings, and Vroom Automotive’s Third Amended and Restated Limited Liability Company Agreement (the “A&R LLC Agreement”), dated as of September 30, 2026, which amends and restates the existing LLC agreement and establishes the terms of the Vroom Automotive Preferred Units.

The Vroom Automotive Preferred Units will be entitled to receive a quarterly preferential distribution, equal to the liquidation preference of such Vroom Automotive Preferred Units multiplied by a variable distribution rate, which will reset on each quarterly distribution date in an amount equal to the ninety (90) day average of the Secured Overnight Financing Rate (SOFR) plus a spread of 8.50% for Series A1 Preferred Units and 9.25% for Series B1 Preferred Units. The Series B1 Preferred Units are convertible into common units of Vroom Automotive at the option of SPE Holdings at any time. The Series A1 Preferred Units are not convertible.

Vroom Automotive expects to use the proceeds from the transaction to repay certain obligations and to purchase residual interests in certain asset-backed securitization trusts.

The foregoing descriptions of the Agreement and the A&R LLC Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the 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.

Forward-Looking Statements

This 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, 2025, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1#		Preferred Unit Purchase Agreement, dated as of September 30, 2026, by and among the Company, Vroom Automotive, LLC, and SPE Holdings 2026-1
10.2#		Third Amended and Restated Limited Liability Company Agreement of Vroom Automotive LLC, dated as of September 30, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# 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:	September 30, 2026	By:	/s/ Thomas Shortt
			Name: Thomas Shortt Title: Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 316.6 KB
• EX-10.2 EX-10.2 821.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB