STOCK TITAN

Vroom (NASDAQ: VRM) narrows 2025 loss and issues 2026 outlook

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vroom, Inc. reported significantly improved 2025 results after emerging from a prepackaged Chapter 11 process and applying fresh-start accounting. For the Non-GAAP combined year, net loss from continuing operations was about $9 million, while adjusted net loss narrowed to $49.2 million, a $66 million year-over-year improvement.

Stockholders’ equity was $116.6 million as of December 31, 2025, with tangible book value of $104.2 million. Total available liquidity was $48.7 million, including $10.4 million of cash and cash equivalents, $11.3 million of warehouse credit facility availability and $27.0 million from a delayed draw facility.

Vroom highlighted its UACC and CarStory businesses and noted $481 million of indirect loan origination in 2025. For 2026, it projects indirect origination volume of $475–$515 million and an adjusted net loss between $(20) million and $(25) million, indicating a path toward further loss reduction but not yet profitability.

Positive

  • None.

Negative

  • None.

Insights

Vroom sharply narrows losses post‑restructuring but still runs at a loss with tight liquidity.

Vroom’s Non-GAAP combined 2025 net loss from continuing operations of about $9M and adjusted net loss of $49.2M show substantial progress versus 2024, helped by lower expenses and fresh-start accounting after its January 2025 emergence from Chapter 11.

Stockholders’ equity reached $116.6M with tangible book value of $104.2M, but total available liquidity of $48.7M (including $10.4M cash) leaves limited cushion relative to an $808.6M finance receivables portfolio. Warehouse and securitization funding remain critical to operations.

Guidance for 2026 — indirect originations of $475–$515M and adjusted net loss of $(20)–$(25)M — implies further but incomplete progress toward breakeven. Actual performance will depend on credit outcomes at UACC, funding markets for securitizations, and continued cost discipline.

false000158086400015808642026-03-262026-03-26

 

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): March 26, 2026

 

 

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 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.

 

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

 

 


img63169428_0.jpg

Exhibit 99.1

 

Vroom Announces Fourth Quarter and Full Year 2025 Results

$116.6 million stockholders' equity as of December 31, 2025

NEW YORK – March 26, 2026 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2025.

 

HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2025

 

$116.6 million stockholders' equity as of December 31, 2025 and $104.2 million tangible book value(1) as of December 31, 2025
$129.3 million improvement in net loss and $66.0 million improvement in adjusted net loss(2) for full year 2025 compared to 2024
$48.7 million consolidated total available liquidity(3) as of December 31, 2025, consisting of:
o
$10.4 million cash and cash equivalents
o
$11.3 million of liquidity available to UACC under the warehouse credit facilities
o
$27.0 million of available liquidity from delayed draw facility, further strengthening our liquidity position to execute our long-term strategy
$22.5 million preferred stock issued by Vroom Automotive LLC to SPE Holdings in January 2026
$(49.2) million(2) full year adjusted net loss was favorable compared to our adjusted net loss plan of approximately $(56) million
$(11.5) million net loss from continuing operations for the fourth quarter, $(54.0) million net loss from continuing operations for the period from January 15, 2025 to December 31, 2025, and $45.1 million net income from continuing operations for the period January 1, 2025 to January 15, 2025
$(10.1) million and $(49.2) million adjusted net loss(2) for the fourth quarter and the Combined full year, respectively

(1)

 

Tangible book value is a non-GAAP measure and represents total stockholders' equity of $116.6 million, excluding intangible assets of $12.4 million as of December 31, 2025.

(2)

Adjusted net income (loss) is a non-GAAP measure. For definitions and a reconciliation to the most comparable GAAP measure, please see Non-GAAP Financial Measures section below.

(3)

Total available liquidity is a non-GAAP measure and represents $10.4 million of unrestricted cash and cash equivalents, as well as $11.3 million of availability from warehouse credit facilities and $27.0 million of availability from delayed draw facility.

 

Tom Shortt, Chief Executive Officer of Vroom, said, “For full year 2025, our adjusted net loss improved 57% from $115 million to $49 million, a $66 million improvement year over year, driven by our continued focus on our Long-Term Strategic Plan. During 2025, we continued to make tech investments to enhance our dealer and accountholder experiences as well as improve our credit-scoring model.”

Fresh Start Accounting

As a result of emerging from a voluntary proceeding (the “Prepackaged Chapter 11 Case”) under Chapter 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended from time to time, on January 14, 2025, (the "Effective Date") and qualifying for the application of fresh-start accounting, at the Effective Date, Vroom’s assets and liabilities were recorded at their estimated fair values which, in some cases, are significantly different than amounts included in our financial statements prior to the Effective Date. Accordingly, our consolidated financial statements after the Effective Date are not comparable with our consolidated financial statements on or before that date. References to “Successor” relate to our financial position and results of operations after the Effective Date. References to “Predecessor” refer to our financial position and results of operations on or before the Effective Date.

The combined results (referenced as “Non-GAAP Combined” or “Combined”) for the year ended December 31, 2025, represent the sum of the reported amounts for the Predecessor period from January 1, 2025, through January 14, 2025, and the Successor period from January 15, 2025, through December 31, 2025. These combined results are not considered to be prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and have not

 


 

been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from the Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined year ended December 31, 2025, (prepared on a Non-GAAP basis) and year ended December 31, 2024, (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the reorganization transactions and the impact of fresh start accounting.

2


 

FOURTH QUARTER AND FULL YEAR 2025 FINANCIAL DISCUSSION

 

All financial comparisons are on a year-over-year basis unless otherwise noted. The following financial information is unaudited.

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

Three Months Ended December 31,

 

 

 

Three Months Ended December 31,

 

 

 

 

 

 

2025

 

 

 

2024

 

 

$ Change

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

Interest income

 

$

43,916

 

 

 

$

48,681

 

 

$

(4,765

)

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

Warehouse credit facility

 

 

5,163

 

 

 

 

6,568

 

 

 

(1,405

)

Securitization debt

 

 

7,764

 

 

 

 

8,124

 

 

 

(360

)

Total interest expense

 

 

12,927

 

 

 

 

14,692

 

 

 

(1,765

)

Net interest income

 

 

30,989

 

 

 

 

33,989

 

 

 

(3,000

)

 

 

 

 

 

 

 

 

 

 

 

Realized and unrealized losses, net of recoveries

 

 

23,457

 

 

 

 

31,974

 

 

 

(8,517

)

Net interest income after losses and recoveries

 

 

7,532

 

 

 

 

2,015

 

 

 

5,517

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

Servicing income

 

 

1,089

 

 

 

 

1,400

 

 

 

(311

)

Warranties and GAP income (loss), net

 

 

3,590

 

 

 

 

1,737

 

 

 

1,853

 

CarStory revenue

 

 

1,329

 

 

 

 

2,828

 

 

 

(1,499

)

Other income

 

 

1,905

 

 

 

 

2,506

 

 

 

(601

)

Total noninterest income

 

 

7,913

 

 

 

 

8,471

 

 

 

(558

)

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

16,777

 

 

 

 

20,642

 

 

 

(3,865

)

Professional fees

 

 

2,973

 

 

 

 

5,617

 

 

 

(2,644

)

Software and IT costs

 

 

2,985

 

 

 

 

3,065

 

 

 

(80

)

Depreciation and amortization

 

 

1,035

 

 

 

 

7,123

 

 

 

(6,088

)

Interest expense on corporate debt

 

 

913

 

 

 

 

1,285

 

 

 

(372

)

Impairment charges

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

2,342

 

 

 

 

3,443

 

 

 

(1,101

)

Total expenses

 

 

27,025

 

 

 

 

41,175

 

 

 

(14,150

)

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before reorganization items and provision for income taxes

 

 

(11,580

)

 

 

 

(30,689

)

 

 

19,109

 

Reorganization items, net

 

 

 

 

 

 

(5,564

)

 

 

5,564

 

Income (loss) from continuing operations before provision for income taxes

 

 

(11,580

)

 

 

 

(36,253

)

 

 

24,673

 

Provision (benefit) for income taxes from continuing operations

 

 

(59

)

 

 

 

463

 

 

 

(522

)

Net loss from continuing operations

 

$

(11,521

)

 

 

$

(36,716

)

 

$

25,195

 

Net income (loss) from discontinued operations

 

$

118

 

 

 

$

140

 

 

$

(22

)

Net loss

 

$

(11,403

)

 

 

$

(36,576

)

 

$

25,173

 

 

3


 

 

 

 

Successor

 

 

 

Predecessor

 

 

Non-GAAP Combined

 

 

Predecessor

 

 

 

 

 

 

 

Period from January 15 through December 31,

 

 

 

Period from January 1 through January 14,

 

 

Year Ended
December 31,

 

 

Year Ended
December 31,

 

 

Non-GAAP

 

 

 

 

2025

 

 

 

2025

 

 

2025

 

 

2024

 

 

$ Change

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

Interest income

 

$

171,650

 

 

 

$

7,183

 

 

$

178,833

 

 

$

201,833

 

 

$

(23,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse credit facility

 

 

17,584

 

 

 

 

1,017

 

 

 

18,601

 

 

 

29,276

 

 

 

(10,675

)

 

Securitization debt

 

 

32,966

 

 

 

 

1,178

 

 

 

34,144

 

 

 

30,084

 

 

 

4,060

 

 

Total interest expense

 

 

50,550

 

 

 

 

2,195

 

 

 

52,745

 

 

 

59,360

 

 

 

(6,615

)

 

Net interest income

 

 

121,100

 

 

 

 

4,988

 

 

 

126,088

 

 

 

142,473

 

 

 

(16,385

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized and unrealized losses, net of recoveries

 

 

97,259

 

 

 

 

6,792

 

 

 

104,051

 

 

 

119,868

 

 

 

(15,817

)

 

Net interest income after losses and recoveries

 

 

23,841

 

 

 

 

(1,804

)

 

 

22,037

 

 

 

22,605

 

 

 

(568

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Servicing income

 

 

4,690

 

 

 

 

192

 

 

 

4,882

 

 

 

6,501

 

 

 

(1,619

)

 

Warranties and GAP income (loss), net

 

 

14,466

 

 

 

 

307

 

 

 

14,773

 

 

 

(2,610

)

 

 

17,383

 

 

CarStory revenue

 

 

6,914

 

 

 

 

432

 

 

 

7,346

 

 

 

11,610

 

 

 

(4,264

)

 

Other income

 

 

10,377

 

 

 

 

113

 

 

 

10,490

 

 

 

10,850

 

 

 

(360

)

 

Total noninterest income

 

 

36,447

 

 

 

 

1,044

 

 

 

37,491

 

 

 

26,351

 

 

 

11,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

70,222

 

 

 

 

2,823

 

 

 

73,045

 

 

 

97,293

 

 

 

(24,248

)

 

Professional fees

 

 

11,871

 

 

 

 

297

 

 

 

12,168

 

 

 

12,035

 

 

 

133

 

 

Software and IT costs

 

 

11,869

 

 

 

 

457

 

 

 

12,326

 

 

 

15,083

 

 

 

(2,757

)

 

Depreciation and amortization

 

 

3,350

 

 

 

 

1,057

 

 

 

4,407

 

 

 

29,086

 

 

 

(24,679

)

 

Interest expense on corporate debt

 

 

2,797

 

 

 

 

176

 

 

 

2,973

 

 

 

5,826

 

 

 

(2,853

)

 

Impairment charges

 

 

4,156

 

 

 

 

 

 

 

4,156

 

 

 

5,159

 

 

 

(1,003

)

 

Other expenses

 

 

9,775

 

 

 

 

371

 

 

 

10,146

 

 

 

16,294

 

 

 

(6,148

)

 

Total expenses

 

 

114,040

 

 

 

 

5,181

 

 

 

119,221

 

 

 

180,776

 

 

 

(61,555

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before reorganization items and provision for income taxes

 

 

(53,752

)

 

 

 

(5,941

)

 

 

(59,693

)

 

 

(131,820

)

 

 

72,127

 

 

Reorganization items, net

 

 

 

 

 

 

51,036

 

 

 

51,036

 

 

 

(5,564

)

 

 

56,600

 

 

Income (loss) from continuing operations before provision for income taxes

 

 

(53,752

)

 

 

 

45,095

 

 

 

(8,657

)

 

 

(137,384

)

 

 

128,727

 

 

Provision for income taxes from continuing operations

 

 

294

 

 

 

 

5

 

 

 

299

 

 

 

856

 

 

 

(557

)

 

Net income (loss) from continuing operations

 

$

(54,046

)

 

 

$

45,090

 

 

$

(8,956

)

 

$

(138,240

)

 

$

129,284

 

 

Net income (loss) from discontinued operations

 

$

996

 

 

 

$

(4

)

 

$

992

 

 

$

(26,884

)

 

$

27,876

 

 

Net income (loss)

 

$

(53,050

)

 

 

$

45,086

 

 

$

(7,964

)

 

$

(165,124

)

 

$

157,160

 

 

 

 

4


 

Results by Segment

 

UACC

 

 

Successor

 

 

 

 

 

Predecessor

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

 

 

 

Three Months Ended December 31,

 

 

 

 

 

 

 

 

2025

 

 

 

 

 

2024

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

Interest income

$

43,916

 

 

 

 

 

$

49,230

 

 

$

(5,314

)

 

 

(10.8

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse credit facility

 

5,163

 

 

 

 

 

 

6,568

 

 

 

(1,405

)

 

 

(21.4

)%

Securitization debt

 

7,764

 

 

 

 

 

 

8,124

 

 

 

(360

)

 

 

(4.4

)%

Total interest expense

 

12,927

 

 

 

 

 

 

14,692

 

 

 

(1,765

)

 

 

(12.0

)%

Net interest income

 

30,989

 

 

 

 

 

 

34,538

 

 

 

(3,549

)

 

 

(10.3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized and unrealized losses, net of recoveries

 

23,418

 

 

 

 

 

 

21,169

 

 

 

2,249

 

 

 

10.6

%

Net interest income after losses and recoveries

 

7,571

 

 

 

 

 

 

13,369

 

 

 

(5,798

)

 

 

(43.4

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Servicing income

 

1,089

 

 

 

 

 

 

1,400

 

 

 

(311

)

 

 

(22.2

)%

Warranties and GAP income, net

 

2,971

 

 

 

 

 

 

2,465

 

 

 

506

 

 

 

20.5

%

Other income

 

1,770

 

 

 

 

 

 

2,068

 

 

 

(298

)

 

 

(14.4

)%

Total noninterest income

 

5,830

 

 

 

 

 

 

5,933

 

 

 

(103

)

 

 

(1.7

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

14,485

 

 

 

 

 

 

17,230

 

 

 

(2,745

)

 

 

(15.9

)%

Professional fees

 

1,832

 

 

 

 

 

 

1,180

 

 

 

652

 

 

 

55.3

%

Software and IT costs

 

2,683

 

 

 

 

 

 

2,349

 

 

 

334

 

 

 

14.2

%

Depreciation and amortization

 

928

 

 

 

 

 

 

5,527

 

 

 

(4,599

)

 

 

(83.2

)%

Interest expense on corporate debt

 

601

 

 

 

 

 

 

615

 

 

 

(14

)

 

 

(2.3

)%

Impairment charges

 

 

 

 

 

 

 

 

 

 

 

 

 

0.0

%

Other expenses

 

1,766

 

 

 

 

 

 

1,887

 

 

 

(121

)

 

 

(6.4

)%

Total expenses

 

22,295

 

 

 

 

 

 

28,788

 

 

 

(6,493

)

 

 

(22.6

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit for income taxes from continuing operations

 

 

 

 

 

 

 

431

 

 

 

(431

)

 

 

(100.0

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net loss

$

(7,818

)

 

 

 

 

$

(8,795

)

 

$

977

 

 

 

11.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

$

1,076

 

 

 

 

 

$

835

 

 

$

241

 

 

 

28.9

%

Severance

$

 

 

 

 

 

$

287

 

 

$

(287

)

 

 

(100.0

)%

 

5


 

 

 

Successor

 

 

 

 

 

Predecessor

 

 

Non-GAAP Combined

 

 

Predecessor

 

 

Non-GAAP

 

 

Non-GAAP

 

 

Period from January 15 through December 31,

 

 

 

 

 

Period from January 1 through January 14,

 

 

Year Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

 

 

 

 

 

2025

 

 

 

 

 

2025

 

 

2025

 

 

2024

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

Interest income

$

171,650

 

 

 

 

 

$

7,254

 

 

$

178,904

 

 

$

203,962

 

 

$

(25,058

)

 

 

(12.3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse credit facility

 

17,584

 

 

 

 

 

 

1,017

 

 

 

18,601

 

 

 

29,276

 

 

 

(10,675

)

 

 

(36.5

)%

Securitization debt

 

32,966

 

 

 

 

 

 

1,178

 

 

 

34,144

 

 

 

30,084

 

 

 

4,060

 

 

 

13.5

%

Total interest expense

 

50,550

 

 

 

 

 

 

2,195

 

 

 

52,745

 

 

 

59,360

 

 

 

(6,615

)

 

 

(11.1

)%

Net interest income

 

121,100

 

 

 

 

 

 

5,059

 

 

 

126,159

 

 

 

144,602

 

 

 

(18,443

)

 

 

(12.8

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized and unrealized losses, net of recoveries

 

96,874

 

 

 

 

 

 

7,647

 

 

 

104,521

 

 

 

98,629

 

 

 

5,892

 

 

 

6.0

%

Net interest income (loss) after losses and recoveries

 

24,226

 

 

 

 

 

 

(2,588

)

 

 

21,638

 

 

 

45,973

 

 

 

(24,335

)

 

 

(52.9

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Servicing income

 

4,690

 

 

 

 

 

 

192

 

 

 

4,882

 

 

 

6,501

 

 

 

(1,619

)

 

 

(24.9

)%

Warranties and GAP income, net

 

13,070

 

 

 

 

 

 

390

 

 

 

13,460

 

 

 

7,789

 

 

 

5,671

 

 

 

72.8

%

Other income

 

7,866

 

 

 

 

 

 

66

 

 

 

7,932

 

 

 

8,334

 

 

 

(402

)

 

 

(4.8

)%

Total noninterest income

 

25,626

 

 

 

 

 

 

648

 

 

 

26,274

 

 

 

22,624

 

 

 

3,650

 

 

 

16.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

59,694

 

 

 

 

 

 

2,398

 

 

 

62,092

 

 

 

76,374

 

 

 

(14,282

)

 

 

(18.7

)%

Professional fees

 

7,160

 

 

 

 

 

 

172

 

 

 

7,332

 

 

 

3,506

 

 

 

3,826

 

 

 

109.1

%

Software and IT costs

 

9,959

 

 

 

 

 

 

367

 

 

 

10,326

 

 

 

10,397

 

 

 

(71

)

 

 

(0.7

)%

Depreciation and amortization

 

2,922

 

 

 

 

 

 

817

 

 

 

3,739

 

 

 

22,683

 

 

 

(18,944

)

 

 

(83.5

)%

Interest expense on corporate debt

 

2,443

 

 

 

 

 

 

85

 

 

 

2,528

 

 

 

2,396

 

 

 

132

 

 

 

5.5

%

Impairment charges

 

3,479

 

 

 

 

 

 

 

 

 

3,479

 

 

 

5,159

 

 

 

(1,680

)

 

 

(32.6

)%

Other expenses

 

7,324

 

 

 

 

 

 

262

 

 

 

7,586

 

 

 

9,457

 

 

 

(1,871

)

 

 

(19.8

)%

Total expenses

 

92,981

 

 

 

 

 

 

4,101

 

 

 

97,082

 

 

 

129,972

 

 

 

(32,890

)

 

 

(25.3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes from continuing operations

 

39

 

 

 

 

 

 

 

 

 

39

 

 

 

733

 

 

 

(694

)

 

 

(94.7

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net loss

$

(36,065

)

 

 

 

 

$

(5,910

)

 

$

(41,975

)

 

$

(53,447

)

 

$

11,472

 

 

 

21.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

$

3,597

 

 

 

 

 

$

127

 

 

$

3,723

 

 

$

2,702

 

 

$

1,021

 

 

 

37.8

%

Severance

$

28

 

 

 

 

 

$

4

 

 

$

31

 

 

$

800

 

 

$

(769

)

 

 

(96.1

)%

 

6


 

 

CarStory

 

 

Successor

 

 

 

 

 

Predecessor

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

 

 

 

Three Months Ended December 31,

 

 

 

 

 

 

 

 

2025

 

 

 

 

 

2024

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CarStory revenue

$

1,329

 

 

 

 

 

$

2,828

 

 

$

(1,499

)

 

 

(53.0

)%

Other income

 

78

 

 

 

 

 

 

130

 

 

 

(52

)

 

 

(40.0

)%

Total noninterest income

 

1,407

 

 

 

 

 

 

2,958

 

 

 

(1,551

)

 

 

(52.4

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

1,432

 

 

 

 

 

 

2,491

 

 

 

(1,059

)

 

 

(42.5

)%

Professional fees

 

(123

)

 

 

 

 

 

62

 

 

 

(185

)

 

 

(298.4

)%

Software and IT costs

 

1

 

 

 

 

 

 

10

 

 

 

(9

)

 

 

(90.0

)%

Depreciation and amortization

 

107

 

 

 

 

 

 

1,596

 

 

 

(1,489

)

 

 

(93.3

)%

Other expenses

 

75

 

 

 

 

 

 

114

 

 

 

(39

)

 

 

(34.2

)%

Total expenses

 

1,492

 

 

 

 

 

 

4,273

 

 

 

(2,781

)

 

 

(65.1

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes from continuing operations

 

11

 

 

 

 

 

 

32

 

 

 

(21

)

 

 

(65.6

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income (loss)

$

(53

)

 

 

 

 

$

(1,306

)

 

$

1,253

 

 

 

95.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

$

43

 

 

 

 

 

$

41

 

 

$

2

 

 

 

5.0

%

 

 

Successor

 

 

 

 

 

Predecessor

 

 

Non-GAAP Combined

 

 

Predecessor

 

 

Non-GAAP

 

 

Non-GAAP

 

 

Period from January 15 through December 31,

 

 

 

 

 

Period from January 1 through January 14,

 

 

Year Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

 

 

 

 

 

2025

 

 

 

 

 

2025

 

 

2025

 

 

2024

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CarStory revenue

$

6,914

 

 

 

 

 

$

432

 

 

$

7,346

 

 

$

11,610

 

 

$

(4,264

)

 

 

(36.7

)%

Other income

 

210

 

 

 

 

 

 

13

 

 

 

223

 

 

 

692

 

 

 

(469

)

 

 

(67.8

)%

Total noninterest income

 

7,124

 

 

 

 

 

 

445

 

 

 

7,569

 

 

 

12,302

 

 

 

(4,733

)

 

 

(38.5

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

5,751

 

 

 

 

 

 

326

 

 

 

6,077

 

 

 

10,293

 

 

 

(4,216

)

 

 

(41.0

)%

Professional fees

 

(298

)

 

 

 

 

 

13

 

 

 

(285

)

 

 

152

 

 

 

(437

)

 

 

(287.5

)%

Software and IT costs

 

-

 

 

 

 

 

 

2

 

 

 

2

 

 

 

215

 

 

 

(213

)

 

 

(99.1

)%

Depreciation and amortization

 

428

 

 

 

 

 

 

240

 

 

 

668

 

 

 

6,403

 

 

 

(5,735

)

 

 

(89.6

)%

Other expenses

 

449

 

 

 

 

 

 

20

 

 

 

469

 

 

 

414

 

 

 

55

 

 

 

13.3

%

Total expenses

 

6,330

 

 

 

 

 

 

601

 

 

 

6,931

 

 

 

17,477

 

 

 

(10,546

)

 

 

(60.3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes from continuing operations

 

84

 

 

 

 

 

 

5

 

 

 

89

 

 

 

123

 

 

 

(34

)

 

 

(27.6

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income (loss)

$

837

 

 

 

 

 

$

(153

)

 

$

684

 

 

$

(4,923

)

 

$

5,607

 

 

 

113.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

$

124

 

 

 

 

 

$

8

 

 

$

132

 

 

$

375

 

 

$

(244

)

 

 

(64.9

)%

 

7


 

Corporate

 

 

Successor

 

 

 

 

 

Predecessor

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

 

 

 

Three Months Ended December 31,

 

 

 

 

 

 

 

 

2025

 

 

 

 

 

2024

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Interest expense

$

 

 

 

 

 

$

(549

)

 

$

549

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized and unrealized losses, net of recoveries

 

39

 

 

 

 

 

 

10,805

 

 

 

(10,766

)

 

 

(99.6

)%

Net interest loss after losses and recoveries

 

(39

)

 

 

 

 

 

(11,354

)

 

 

11,315

 

 

 

99.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warranties and GAP income, net

 

619

 

 

 

 

 

 

(728

)

 

 

1,347

 

 

 

185.0

%

Other income

 

57

 

 

 

 

 

 

308

 

 

 

(251

)

 

 

(81.5

)%

Total noninterest income

 

676

 

 

 

 

 

 

(420

)

 

 

1,096

 

 

 

261.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

860

 

 

 

 

 

 

921

 

 

 

(61

)

 

 

(6.6

)%

Professional fees

 

1,264

 

 

 

 

 

 

4,375

 

 

 

(3,111

)

 

 

(71.1

)%

Software and IT costs

 

301

 

 

 

 

 

 

706

 

 

 

(405

)

 

 

(57.4

)%

Interest expense on corporate debt

 

312

 

 

 

 

 

 

670

 

 

 

(358

)

 

 

(53.4

)%

Other expenses

 

501

 

 

 

 

 

 

1,442

 

 

 

(941

)

 

 

(65.3

)%

Total expenses

 

3,238

 

 

 

 

 

 

8,114

 

 

 

(4,876

)

 

 

(60.1

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes from continuing operations

 

(71

)

 

 

 

 

 

 

 

 

(71

)

 

 

100.0

%

 

 

Successor

 

 

 

 

 

Predecessor

 

 

Non-GAAP Combined

 

 

Predecessor

 

 

Non-GAAP

 

 

Non-GAAP

 

 

Period from January 15 through December 31,

 

 

 

 

 

Period from January 1 through January 14,

 

 

Year Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

 

 

 

 

 

2025

 

 

 

 

 

2025

 

 

2025

 

 

2024

 

 

Change

 

 

% Change

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

Interest income (expense)

$

 

 

 

 

 

$

(71

)

 

$

(71

)

 

$

(2,129

)

 

$

2,058

 

 

 

96.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized and unrealized losses (gains), net of recoveries

 

385

 

 

 

 

 

 

(855

)

 

 

(470

)

 

 

21,239

 

 

 

(21,709

)

 

 

(102.2

)%

Net interest income after losses and recoveries

 

(385

)

 

 

 

 

 

784

 

 

 

399

 

 

 

(23,368

)

 

 

23,767

 

 

 

101.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warranties and GAP income (loss), net

 

1,396

 

 

 

 

 

 

(83

)

 

 

1,313

 

 

 

(10,399

)

 

 

11,712

 

 

 

112.6

%

Other income

 

2,301

 

 

 

 

 

 

34

 

 

 

2,335

 

 

 

1,824

 

 

 

511

 

 

 

28.0

%

Total noninterest (loss) income

 

3,697

 

 

 

 

 

 

(49

)

 

 

3,648

 

 

 

(8,575

)

 

 

12,223

 

 

 

142.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

4,777

 

 

 

 

 

 

99

 

 

 

4,876

 

 

 

10,626

 

 

 

(5,750

)

 

 

(54.1

)%

Professional fees

 

5,009

 

 

 

 

 

 

112

 

 

 

5,121

 

 

 

8,377

 

 

 

(3,256

)

 

 

(38.9

)%

Software and IT costs

 

1,910

 

 

 

 

 

 

88

 

 

 

1,998

 

 

 

4,471

 

 

 

(2,473

)

 

 

(55.3

)%

Interest expense on corporate debt

 

354

 

 

 

 

 

 

91

 

 

 

445

 

 

 

3,430

 

 

 

(2,985

)

 

 

(87.0

)%

Impairment expense

 

677

 

 

 

 

 

 

 

 

 

677

 

 

 

 

 

 

677

 

 

 

100.0

%

Other expenses

 

2,002

 

 

 

 

 

 

89

 

 

 

2,091

 

 

 

6,422

 

 

 

(4,331

)

 

 

(67.4

)%

Total expenses

 

14,729

 

 

 

 

 

 

479

 

 

 

15,208

 

 

 

33,326

 

 

 

(18,118

)

 

 

(54.4

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes from continuing operations

 

170

 

 

 

 

 

 

 

 

 

170

 

 

 

 

 

 

170

 

 

 

100.0

%

 

8


 

 

Non-GAAP Financial Measures

 

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance: Adjusted net income (loss), total available liquidity, and tangible book value.

 

Adjusted net income (loss) is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted net income (loss) facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes.

 

Tangible book value is calculated as stockholders' equity in accordance with GAAP, after subtracting intangible assets. A reconciliation of stockholders' equity to tangible book value is included above.

Total available liquidity represents unrestricted cash and cash equivalents, availability from warehouse credit facilities and available liquidity from delayed draw facility. A reconciliation of unrestricted cash and cash equivalents to total available liquidity is included above.

These non-GAAP measures have limitations as analytical tools because they do not reflect all of the amounts associated with our results of operations or liquidity as determined in accordance with GAAP. Additionally, they may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for those comparative purposes. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with GAAP. The presentation of these non-GAAP financial measures are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. We have reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures elsewhere herein.

9


 

 

Non-GAAP Combined Year Ended December 31, 2025

 

Our financial results for the periods from January 1, 2025 through January 14, 2025 and the year ended December 31, 2024 are referred to as those of the “Predecessor” periods. Our financial results for the periods from January 15, 2025 through December 31, 2025 and the three months ended December 31, 2025 are referred to as those of the “Successor” periods. Our results of operations as reported in our Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report our results for the period from January 1, 2025 through January 14, 2025 and the period from January 15, 2025 through December 31, 2025, separately, management views our operating results for the year ended December 31, 2025 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods. We believe we cannot adequately benchmark the operating results of the period from January 15, 2025 through December 31, 2025 against any of the previous periods reported in our Consolidated Financial Statements without combining it with the period from January 1, 2025 through January 14, 2025 and we do not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding our overall operating performance. Management believes that the key performance metrics for the Successor period when combined with the Predecessor period provide more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our Consolidated Financial Statements in accordance with GAAP, the tables and discussion below also present the combined results for the year ended December 31, 2025. The combined results for the year ended December 31, 2025 represent the sum of the reported amounts for the Predecessor period from January 1, 2025 through January 14, 2025 and the Successor period from January 15, 2025 through December 31, 2025. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from the Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined year ended December 31, 2025 (prepared on a Non-GAAP basis) and year ended December 31, 2024 (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the reorganization transactions and the impact of fresh start accounting.

 

Adjusted net loss

 

We calculate Adjusted net loss as net income (loss) from continuing operations adjusted for stock compensation expense, severance expense, bankruptcy costs (which represent professional fees incurred related to the bankruptcy prior to filing of the petition and post-emergence), reorganization items, net (which relate to certain charges incurred during the bankruptcy proceedings, such as legal and professional fees incurred directly as a result of the bankruptcy proceeding, the write-off of deferred financing costs and discount on debt subject to compromise and other related charges), operating lease right-of-use assets impairment and long-lived asset impairment charges.

The following table presents a reconciliation of Adjusted net income (loss) to net income (loss) from continuing operations, which is the most directly comparable GAAP measure (in thousands):

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended December 31,

 

 

 

Three Months Ended December 31,

 

 

 

2025

 

 

 

2024

 

Net loss from continuing operations

 

$

(11,521

)

 

 

$

(36,716

)

Adjusted to exclude the following:

 

 

 

 

 

 

 

Stock compensation expense

 

 

1,410

 

 

 

 

935

 

Severance expense

 

 

 

 

 

 

287

 

Bankruptcy costs (prepetition filing and post-emergence)

 

 

 

 

 

 

3,582

 

Reorganization items, net

 

 

 

 

 

 

5,564

 

Impairment charges

 

 

 

 

 

 

 

Adjusted net loss

 

$

(10,111

)

 

 

$

(26,348

)

 

10


 

 

 

 

Successor

 

 

 

Predecessor

 

 

Non-GAAP Combined

 

 

Predecessor

 

 

 

Period from January 15 through December 31,

 

 

 

Period from January 1 through January 14,

 

 

Year Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2025

 

 

 

2025

 

 

2025

 

 

2024

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

Net income (loss) from continuing operations

 

$

(54,046

)

 

 

$

45,090

 

 

$

(8,956

)

 

$

(138,240

)

Adjusted to exclude the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

 

 

5,181

 

 

 

 

144

 

 

 

5,325

 

 

 

5,949

 

Severance expense

 

 

388

 

 

 

 

4

 

 

 

392

 

 

 

2,735

 

Bankruptcy costs (prepetition filing and post-emergence)

 

 

913

 

 

 

 

 

 

 

913

 

 

 

3,582

 

Reorganization items, net

 

 

 

 

 

 

(51,036

)

 

 

(51,036

)

 

 

5,564

 

Impairment charges

 

 

4,156

 

 

 

 

 

 

 

4,156

 

 

 

5,159

 

Adjusted net loss

 

$

(43,408

)

 

 

$

(5,798

)

 

$

(49,206

)

 

$

(115,251

)

 

11


 

 

 

 

Successor

 

 

Successor

 

 

Successor

 

 

Successor

 

 

Successor

 

 

 

Predecessor

 

 

Non-GAAP Combined

 

 

Predecessor

 

 

Predecessor

 

 

Predecessor

 

 

Predecessor

 

 

Predecessor

 

 

 

Period from January 1 through December 31,

 

 

Period from October 1 through December 31,

 

 

Period from July 1 through September 30,

 

 

Period from April 1 through June 30,

 

 

Period from January 15 through March 31,

 

 

 

Period from January 1 through January 14,

 

 

Three Months Ended
March 31,

 

 

Year Ended
December 31,

 

 

Three Months Ended
December 31,

 

 

Three Months Ended
September 30,

 

 

Three Months Ended
June 30,

 

 

Three Months Ended
March 31,

 

 

 

2025

 

 

2025

 

 

2025

 

 

2025

 

 

2025

 

 

 

2025

 

 

2025

 

 

2024

 

 

2024

 

 

2024

 

 

2024

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

$

(8,956

)

 

$

(11,521

)

 

$

(27,142

)

 

$

(8,932

)

 

$

(6,450

)

 

 

$

45,090

 

 

$

38,640

 

 

$

(138,240

)

 

$

(36,716

)

 

$

(37,744

)

 

$

(19,104

)

 

$

(44,676

)

Stock compensation expense

 

 

5,326

 

 

 

1,410

 

 

 

1,444

 

 

 

1,836

 

 

 

491

 

 

 

 

144

 

 

 

635

 

 

 

5,949

 

 

 

935

 

 

 

1,244

 

 

 

2,446

 

 

 

1,324

 

Severance expense

 

 

392

 

 

 

-

 

 

 

-

 

 

 

367

 

 

 

21

 

 

 

 

4

 

 

 

25

 

 

 

2,735

 

 

 

287

 

 

 

763

 

 

 

1,685

 

 

 

-

 

Bankruptcy costs (prepetition filing and post-emergence)

 

 

913

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

913

 

 

 

 

-

 

 

 

913

 

 

 

3,582

 

 

 

3,582

 

 

 

-

 

 

 

-

 

 

 

-

 

Reorganization items, net

 

 

(51,036

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

(51,036

)

 

 

(51,036

)

 

 

5,564

 

 

 

5,564

 

 

 

-

 

 

 

-

 

 

 

-

 

Gain on extinguishment of debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Impairment charges

 

 

4,156

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,156

 

 

 

 

-

 

 

 

4,156

 

 

 

5,159

 

 

 

-

 

 

 

2,407

 

 

 

-

 

 

 

2,752

 

Adjusted Net Loss

 

 

(49,206

)

 

 

(10,111

)

 

 

(25,698

)

 

 

(6,729

)

 

 

(869

)

 

 

 

(5,798

)

 

 

(6,667

)

 

 

(115,251

)

 

 

(26,348

)

 

 

(33,330

)

 

 

(14,973

)

 

 

(40,600

)

 

12


 

Financial Outlook

 

For the full year 2026 we expect the following results:

 

Indirect origination volume(5): $475 - $515 million
Adjusted net income (loss)(2)(4): ($20) - ($25) million

 

(4) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for the full year 2026 Financial Outlook is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, the costs and expenses that may be incurred in the future. We have provided a reconciliation of GAAP to non-GAAP financial measures for historical periods in the reconciliation table in the Non-GAAP Financial Measures above.

(5) Represents retail installment sale contracts originated through third-party dealers.

 

The foregoing estimates are forward-looking statements that reflect the Company’s expectations as of March 26, 2026 and are subject to substantial uncertainty. See “Forward-Looking Statements” below.

 

About Vroom (Nasdaq: VRM)

 

Vroom owns and operates United Auto Credit Corporation (UACC), a leading indirect automotive lender serving the independent and franchise dealer market nationwide, and CarStory, a leader in AI-powered analytics and digital services for automotive retail. Prior to January 2024, Vroom also operated an end-to-end ecommerce platform to buy and sell used vehicles. Pursuant to its previously announced Value Maximization Plan, Vroom discontinued its ecommerce operations and used vehicle dealership business.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our financial outlook for the full year 2026, including expected indirect origination volume and adjusted net income (loss), our internal adjusted net loss plan, the restructuring, including its impact and intended benefits, our strategic initiatives and long-term strategy, planned technology investments, future results of operations and financial position, adjusted net income (loss), our total available liquidity, our liquidity position and the timing of any 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. For factors that could cause actual results to differ materially from the forward-looking statements in this press release, 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 press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.

 

Investor Relations:

 

Vroom

Jon Sandison

investors@vroom.com

 

 

 

13


 

 

VROOM, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

As of
December 31,

 

 

 

As of
December 31,

 

 

 

2025

 

 

 

2024

 

ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,384

 

 

 

$

29,343

 

Restricted cash (including restricted cash of consolidated VIEs of $55.8 million and $48.1 million, respectively)

 

 

55,914

 

 

 

 

49,026

 

Finance receivables at fair value (including finance receivables of consolidated VIEs of $777.0 million and $467.3 million, respectively)

 

 

808,636

 

 

 

 

503,848

 

Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $0.0 and $310.0 million, respectively)

 

 

 

 

 

 

318,192

 

Interest receivable (including interest receivables of consolidated VIEs of $12.4 million and $13.3 million, respectively)

 

 

12,834

 

 

 

 

14,067

 

Property and equipment, net

 

 

6,744

 

 

 

 

4,064

 

Intangible assets, net

 

 

12,370

 

 

 

 

104,869

 

Operating lease right-of-use assets

 

 

5,792

 

 

 

 

6,872

 

Other assets (including other assets of consolidated VIEs of $9.8 million and $10.8 million, respectively)

 

 

24,665

 

 

 

 

35,472

 

Assets from discontinued operations

 

 

46

 

 

 

 

943

 

Total assets

 

$

937,385

 

 

 

$

1,066,696

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

Warehouse credit facilities of consolidated VIEs

 

$

318,655

 

 

 

$

359,912

 

Related party line of credit (Note 20)

 

 

18,500

 

 

 

 

 

Long-term debt (including securitization debt of consolidated VIEs of $393.2 million at fair value as of December 31, 2025 and $210.7 million at amortized cost and $142.6 million at fair value as of December 31, 2024)

 

 

423,197

 

 

 

 

381,366

 

Related party note (Note 20)

 

 

10,000

 

 

 

 

 

Operating lease liabilities

 

 

9,142

 

 

 

 

11,065

 

Other liabilities (including other liabilities of consolidated VIEs of $15.7 million and $13.8 million, respectively)

 

 

41,149

 

 

 

 

49,699

 

Liabilities subject to compromise (Note 6)

 

 

 

 

 

 

291,577

 

Liabilities from discontinued operations

 

 

124

 

 

 

 

4,022

 

Total liabilities

 

 

820,767

 

 

 

 

1,097,641

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

Common stock, $0.001 par value; 250,000,000 shares authorized as of December 31, 2025 and 500,000,000 shares authorized as of December 31, 2024; 5,199,641 and 1,822,532 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

 

 

5

 

 

 

 

2

 

Additional paid-in-capital

 

 

169,663

 

 

 

 

2,094,889

 

Accumulated deficit

 

 

(53,050

)

 

 

 

(2,125,836

)

Total stockholders’ equity (deficit)

 

 

116,618

 

 

 

 

(30,945

)

Total liabilities and stockholders’ equity (deficit)

 

$

937,385

 

 

 

$

1,066,696

 

 

 

 

14


 

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended December 31,

 

 

 

Three Months Ended December 31,

 

 

 

2025

 

 

 

2024

 

Interest income

 

$

43,916

 

 

 

$

48,681

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

Warehouse credit facility

 

 

5,163

 

 

 

 

6,568

 

Securitization debt

 

 

7,764

 

 

 

 

8,124

 

Total interest expense

 

 

12,927

 

 

 

 

14,692

 

Net interest income

 

 

30,989

 

 

 

 

33,989

 

 

 

 

 

 

 

 

 

Realized and unrealized losses, net of recoveries

 

 

23,457

 

 

 

 

31,974

 

Net interest income after losses and recoveries

 

 

7,532

 

 

 

 

2,015

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

Servicing income

 

 

1,089

 

 

 

 

1,400

 

Warranties and GAP income, net

 

 

3,590

 

 

 

 

1,737

 

CarStory revenue

 

 

1,329

 

 

 

 

2,828

 

Other income

 

 

1,905

 

 

 

 

2,506

 

Total noninterest income

 

 

7,913

 

 

 

 

8,471

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Compensation and benefits

 

 

16,777

 

 

 

 

20,642

 

Professional fees

 

 

2,973

 

 

 

 

5,617

 

Software and IT costs

 

 

2,985

 

 

 

 

3,065

 

Depreciation and amortization

 

 

1,035

 

 

 

 

7,123

 

Interest expense on corporate debt

 

 

913

 

 

 

 

1,285

 

Impairment charges

 

 

 

 

 

 

 

Other expenses

 

 

2,342

 

 

 

 

3,443

 

Total expenses

 

 

27,025

 

 

 

 

41,175

 

 

 

 

 

 

 

 

 

Loss from continuing operations before reorganization items and provision for income taxes

 

 

(11,580

)

 

 

 

(30,689

)

Reorganization items, net

 

 

 

 

 

 

(5,564

)

(Loss) income from continuing operations before provision for income taxes

 

 

(11,580

)

 

 

 

(36,253

)

Provision for income taxes from continuing operations

 

 

(59

)

 

 

 

463

 

Net loss from continuing operations

 

$

(11,521

)

 

 

$

(36,716

)

Net income (loss) from discontinued operations

 

$

118

 

 

 

$

140

 

Net loss

 

$

(11,403

)

 

 

$

(36,576

)

 Net loss per share attributable to common stockholders, continuing operations, basic and diluted

 

$

(2.22

)

 

 

$

(20.15

)

 Net income (loss) per share attributable to common stockholders, discontinued operations, basic and diluted

 

$

0.02

 

 

 

$

0.08

 

 Total net loss per share attributable to common stockholders, basic and diluted

 

$

(2.19

)

 

 

$

(20.07

)

 Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted

 

 

5,199,628

 

 

 

 

1,822,293

 

 

15


 

 

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (continued)

(in thousands, except share and per share amounts)

 

Successor

 

 

 

Predecessor

 

 

Period from January 15 through December 31,

 

 

 

Period from January 1 through January 14,

 

 

Year Ended
December 31,

 

 

2025

 

 

 

2025

 

 

2024

 

Interest income

$

171,650

 

 

 

$

7,183

 

 

$

201,833

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

Warehouse credit facility

 

17,584

 

 

 

 

1,017

 

 

 

29,276

 

Securitization debt

 

32,966

 

 

 

 

1,178

 

 

 

30,084

 

Total interest expense

 

50,550

 

 

 

 

2,195

 

 

 

59,360

 

Net interest income

 

121,100

 

 

 

 

4,988

 

 

 

142,473

 

 

 

 

 

 

 

 

 

 

 

Realized and unrealized losses, net of recoveries

 

97,259

 

 

 

 

6,792

 

 

 

119,868

 

Net interest income (loss) after losses and recoveries

 

23,841

 

 

 

 

(1,804

)

 

 

22,605

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

Servicing income

 

4,690

 

 

 

 

192

 

 

 

6,501

 

Warranties and GAP income (loss), net

 

14,466

 

 

 

 

307

 

 

 

(2,610

)

CarStory revenue

 

6,914

 

 

 

 

432

 

 

 

11,610

 

Other income

 

10,377

 

 

 

 

113

 

 

 

10,850

 

Total noninterest income

 

36,447

 

 

 

 

1,044

 

 

 

26,351

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

70,222

 

 

 

 

2,823

 

 

 

97,293

 

Professional fees

 

11,871

 

 

 

 

297

 

 

 

12,035

 

Software and IT costs

 

11,869

 

 

 

 

457

 

 

 

15,083

 

Depreciation and amortization

 

3,350

 

 

 

 

1,057

 

 

 

29,086

 

Interest expense on corporate debt

 

2,797

 

 

 

 

176

 

 

 

5,826

 

Impairment charges

 

4,156

 

 

 

 

 

 

 

5,159

 

Other expenses

 

9,775

 

 

 

 

371

 

 

 

16,294

 

Total expenses

 

114,040

 

 

 

 

5,181

 

 

 

180,776

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before reorganization items and provision for income taxes

 

(53,752

)

 

 

 

(5,941

)

 

 

(131,820

)

Reorganization items, net

 

 

 

 

 

51,036

 

 

 

(5,564

)

(Loss) income from continuing operations before provision for income taxes

 

(53,752

)

 

 

 

45,095

 

 

 

(137,384

)

Provision for income taxes from continuing operations

 

294

 

 

 

 

5

 

 

 

856

 

Net income (loss) from continuing operations

$

(54,046

)

 

 

$

45,090

 

 

$

(138,240

)

Net income (loss) from discontinued operations

 

996

 

 

 

 

(4

)

 

$

(26,884

)

Net (loss) income

$

(53,050

)

 

 

$

45,086

 

 

$

(165,124

)

 

16


 

 

 

Successor

 

 

 

Predecessor

 

 

Period from January 15 through December 31,

 

 

 

Period from January 1 through January 14,

 

 

Year Ended
December 31,

 

 

2025

 

 

 

2025

 

 

2024

 

 Net (loss) income per share attributable to common stockholders, basic:

 

 

 

 

 

 

 

 

 

 Continuing operations

 

(10.43

)

 

 

 

24.74

 

 

 

(76.24

)

 Discontinued operations

 

0.19

 

 

 

 

(0.00

)

 

 

(14.83

)

 Basic

$

(10.24

)

 

 

$

24.74

 

 

$

(91.07

)

 Net (loss) income per share attributable to common stockholders, diluted:

 

 

 

 

 

 

 

 

 

 Continuing operations

 

(10.43

)

 

 

 

23.89

 

 

 

(76.24

)

 Discontinued operations

 

0.19

 

 

 

 

(0.00

)

 

 

(14.83

)

 Diluted

$

(10.24

)

 

 

$

23.89

 

 

$

(91.07

)

 Weighted-average number of shares outstanding used to compute net (loss) income per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 Basic

 

5,184,175

 

 

 

 

1,822,541

 

 

 

1,813,168

 

 Diluted

 

5,184,175

 

 

 

 

1,887,370

 

 

 

1,813,168

 

 

17


 

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

Successor

 

 

 

Predecessor

 

 

 

Period from January 15 through December 31,

 

 

 

Period from January 1 through January 14,

 

 

Year Ended
December 31,

 

 

 

2025

 

 

 

2025

 

 

2024

 

Operating activities

 

 

 

 

 

 

 

 

 

 

Net (loss) income from continuing operations

 

$

(54,046

)

 

 

$

45,090

 

 

$

(138,240

)

Adjustments to reconcile net (loss) income to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

Impairment charges

 

 

4,156

 

 

 

 

 

 

 

5,159

 

Profit share receivable

 

 

(554

)

 

 

 

 

 

 

11,643

 

Depreciation and amortization

 

 

3,350

 

 

 

 

1,057

 

 

 

29,086

 

Amortization of debt issuance costs

 

 

 

 

 

 

 

 

 

4,270

 

Losses on finance receivables and securitization debt, net

 

 

108,467

 

 

 

 

4,762

 

 

 

129,601

 

Losses on Warranties and GAP

 

 

7,000

 

 

 

 

407

 

 

 

8,020

 

Stock-based compensation expense

 

 

5,181

 

 

 

 

144

 

 

 

5,885

 

Provision to record finance receivables held for sale at lower of cost or fair value

 

 

 

 

 

 

 

 

 

(4,618

)

Amortization of unearned discounts on finance receivables at fair value

 

 

 

 

 

 

(416

)

 

 

(15,924

)

Non-cash reorganization items, net

 

 

 

 

 

 

(51,741

)

 

 

2,438

 

Other, net

 

 

(909

)

 

 

 

193

 

 

 

(4,595

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Finance receivables, held for sale

 

 

 

 

 

 

 

 

 

 

Originations of finance receivables, held for sale

 

 

 

 

 

 

(14,337

)

 

 

(404,203

)

Principal payments received on finance receivables, held for sale

 

 

 

 

 

 

6,481

 

 

 

186,799

 

Other

 

 

 

 

 

 

169

 

 

 

1,642

 

Interest receivable

 

 

1,397

 

 

 

 

(164

)

 

 

417

 

Other assets

 

 

7,116

 

 

 

 

5,178

 

 

 

15,323

 

Other liabilities

 

 

(3,565

)

 

 

 

(2,627

)

 

 

(8,461

)

Net cash provided by (used in) operating activities from continuing operations

 

 

77,593

 

 

 

 

(5,804

)

 

 

(175,758

)

Net cash (used in) provided by operating activities from discontinued operations

 

 

(2,439

)

 

 

 

(207

)

 

 

78,721

 

Net cash provided by (used in) operating activities

 

 

75,154

 

 

 

 

(6,011

)

 

 

(97,037

)

Investing activities

 

 

 

 

 

 

 

 

 

 

Finance receivables, held for investment at fair value

 

 

 

 

 

 

 

 

 

 

Purchases of finance receivables, held for investment at fair value

 

 

(419,742

)

 

 

 

 

 

 

 

Principal payments received on finance receivables, held for investment at fair value

 

 

316,753

 

 

 

 

2,985

 

 

 

115,937

 

Principal payments received on beneficial interests

 

 

1,240

 

 

 

 

147

 

 

 

2,433

 

Purchase of property and equipment

 

 

(7,061

)

 

 

 

(151

)

 

 

(3,487

)

Net cash (used in) provided by investing activities from continuing operations

 

 

(108,810

)

 

 

 

2,981

 

 

 

114,883

 

Net cash provided by investing activities from discontinued operations

 

 

637

 

 

 

 

 

 

 

17,692

 

Net cash (used in) provided by investing activities

 

 

(108,173

)

 

 

 

2,981

 

 

 

132,575

 

Financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from borrowings under secured financing agreements

 

 

307,780

 

 

 

 

 

 

 

296,046

 

Principal repayment under secured financing agreements

 

 

(253,998

)

 

 

 

(16,676

)

 

 

(251,529

)

Proceeds from financing of beneficial interests in securitizations

 

 

16,223

 

 

 

 

 

 

 

15,821

 

Principal repayments of financing of beneficial interests in securitizations

 

 

(13,625

)

 

 

 

(1,028

)

 

 

(13,428

)

Proceeds from warehouse credit facilities

 

 

333,700

 

 

 

 

11,900

 

 

 

318,600

 

Repayments of warehouse credit facilities

 

 

(378,763

)

 

 

 

(8,094

)

 

 

(379,956

)

Proceeds from issuance of related party note

 

 

10,000

 

 

 

 

 

 

 

 

Proceeds from related party line of credit

 

 

18,500

 

 

 

 

 

 

 

 

Other financing activities

 

 

(1,941

)

 

 

 

 

 

 

(364

)

Net cash provided by (used in) financing activities from continuing operations

 

 

37,876

 

 

 

 

(13,898

)

 

 

(14,810

)

Net cash used in financing activities from discontinued operations

 

 

 

 

 

 

 

 

 

(151,178

)

Net cash provided by (used in) financing activities

 

 

37,876

 

 

 

 

(13,898

)

 

 

(165,988

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

4,857

 

 

 

 

(16,928

)

 

 

(130,450

)

Cash, cash equivalents and restricted cash at the beginning of period

 

 

61,441

 

 

 

 

78,369

 

 

 

208,819

 

Cash, cash equivalents and restricted cash at the end of period

 

$

66,298

 

 

 

$

61,441

 

 

$

78,369

 

 

18


 

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

47,717

 

 

 

$

4,534

 

 

$

57,688

 

Cash paid for reorganization items, net

 

$

 

 

 

$

1,705

 

 

$

3,009

 

Cash paid for income taxes

 

$

(137

)

 

 

$

 

 

$

(1,426

)

 

19


Exhibit 99.2

 

img64092949_0.jpg

vroom fourth quarter 2025 earnings march 2026


 

img64092949_1.jpg

disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our financial outlook for the full year 2026, including expected indirect origination volume and adjusted net income (loss), our internal adjusted net income plan, the impact of the restructuring on our balance sheet, our strategic initiatives, cost-savings and reduction in operating expenses and their expected benefits, our expectations regarding UACC's business, including with respect to originations and the impact of credit tightening and securitization transactions, our available liquidity under the warehouse credit facilities and extensions of these facilities, and the timing of any 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. For factors that could cause actual results to differ materially from the forward-looking statements in this presentation, 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 presentation. We undertake no obligation to update forward-looking statements to reflect future events or circumstances. Industry and Market Information To the extent this presentation includes information concerning the industry and the markets in which the Company operates, including general observations, expectations, market position, market opportunity and market size, such information is based on management's knowledge and experience in the markets in which we operate, including publicly available information from independent industry analysts and publications, as well as the Company’s own estimates. Our estimates are based on third-party sources, as well as internal research, which the Company believes to be reasonable, but which are inherently uncertain and imprecise. Accordingly, you are cautioned not to place undue reliance on such market and industry information. Financial Presentation and Use of Non-GAAP Financial Measures Certain monetary amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Certain other amounts that appear in this presentation may not sum due to rounding. This presentation contains certain supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are in addition to, and not a substitute or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. We have reconciled all non-GAAP financial measures with the most directly comparable U.S. GAAP financial measures in the Appendix to this presentation. Non-GAAP Combined Year Ended December 31, 2025 Our financial results for the periods from January 1, 2025 through January 14, 2025 and the year ended December 31, 2024 are referred to as those of the “Predecessor” period. Our financial results for the period from January 15, 2025 through December 31, 2025 are referred to as those of the “Successor” period. Our results of operations as reported in our Condensed Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report our results for the period from January 1, 2025 through January 14, 2025 and the period from January 15, 2025 through December 31, 2025 separately, management views our operating results for the year ended December 31, 2025 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods. We believe we cannot adequately benchmark the operating results of the period from January 15, 2025 through December 31, 2025 against any of the previous periods reported in our Consolidated Financial Statements without combining it with the period from January 1, 2025 through January 14, 2025 and do not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding our overall operating performance. Management believes that the key performance metrics for the Successor period when combined with the Predecessor period provide more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our Consolidated Financial Statements in accordance with GAAP, the tables and discussion below also present the combined results for the year ended December 31, 2025. The combined results for the year ended December 31, 2025 represent the sum of the reported amounts for the Predecessor period from January 1, 2025 through January 14, 2025 and the Successor period from January 15, 2025 through December 31, 2025. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined year ended December 31, 2025 (prepared on a Non-GAAP basis) and year ended December 31, 2024 (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the Reorganization transactions and the impact of fresh start accounting. 2


 

img64092949_2.jpg

Vroom overview United auto credit business Financing and Loan Servicing logo Acquired by Vroom in 2022 Non-prime lending expertise Successful capital markets experience 9,500+ independent dealer network ~$1B gross serviced portfolio $481M in indirect loan origination in 2025 External finance and management portal for dealers Consumer payment integrations and auto-pay functionality Integrated with largest dealer management platform credit applications Automatic pricing programs for both independent and franchise dealerships 3rd generation proprietary pricing engine powered by big data models with machine learning 100+ nationwide sales team with strong dealer relationships Carstory business Industry Leading Data, AI and Technology Acquired by Vroom in 2021 18+ years of automotive vehicle history Extensive patent portfolio, including 31 issued or allowed and 8 pending patents Website conversion expertise Data science and analytics AI and ML models for vehicle pricing, similarity and imaging processing Major financial institution customers, dealers and retail auto service providers Vehicle acquisition and pricing product suite for dealers Consumer mobile apps with full-featured marketplace and augmented reality shopping experience Vroom assets Automotive eCommerce Platform eCommerce used vehicle platform Predictive price and P&L models Consumer and B2B Inventory acquisition Consumer shopping solution Self-service checkout Consumer transaction hub deal status, pending action items, delivery and registration tracking Delivery and logistics solution with integrated tools for seamless driveway experiences Patent-pending titling, registration and document platform Proprietary document processing pipeline for automated contracting Payment integrations for credit card, ACH, debit and wire transfer payments Internal sales-enablement platform to guide sales and support agents on financing terms and approval probabilities 3


 

img64092949_3.jpg

Operational update Shareholder equity and tangible net worth $116.6M stockholders' equity as of December 31, 2025 $104.2M tangible book value(1) was as of December 31, 2025 2025 results $129.3M improvement in net loss for full year 2025(5) $66.0M improvement in adjusted net loss(3) for full year 2025(5) $(9.0)M net loss from continuing operations for full year 2025(5) $(49.2)M adjusted net loss(3) for full year 2025(5), Includes $4.4M of depreciation and amortization $(11.5)M net loss from continuing operations for Q4 2025 $(10.1)M adjusted net loss(3) for Q4 2025, Includes $1.0M of depreciation and amortization 2026 subsequent events $22.5M preferred stock issued by Vroom Automotive LLC to SPE Holdings in January 2026 Closed UACC’s 18th securitization transaction on February 5, 2026; issuing $225M of fixed rate asset-backed notes liquidity and warehouse availability $48.7M total available liquidity(2) as of December 31, 2025, consisting of: $10.4M cash and cash equivalents $11.3M of excess liquidity available to UACC under the warehouse credit facilities (receivables that could be pledged to draw cash from warehouse lines) $27.0M of available liquidity from delayed draw facility $600M UACC total warehouse capacity $318.7M outstanding borrowings, $281.3M remaining capacity performance highlights Decrease of gross serviced portfolio year over year, driven by amortization of legacy Vroom partially offset by portfolio indirect origination volume Continued progress on reducing operating expenses while driving efficiency improvements throughout the organization Q4 2025 Highlights Full year Highlights Fourth quarter 2024 third quarter 2025 fourth quarter 2025 gross serviced portfolio indirect origination volume (4) net loss from continuing operations adjusted net income (loss)(3) $1,016 million $91 million $(37) million $(26 million) $972 million $107 million $(27) million $(26 million) $948 million $109 million $(12) million $(10 million) indirect origination volume (4) net loss from continuing operations adjusted net income (loss)(3) (4) $437 million $(138) million $(115) million 2024 2025(5) change period over period $481 million $(9) million $(49) million +$44 million +$129 million +$66 million indirect origination volume (4) adjusted net income (loss)(3) (6) full year 2026 $475-$515 million ($20)-($25) million (1) Tangible book value is a non-GAAP measure and represents total stockholders' equity of $116.6 million, excluding intangible assets of $12.4 million as of December 31, 2025. (2)Total available liquidity is a non-GAAP measure. (3) Adjusted net income (loss) is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (4) Represents retail installment sale contracts originated through third-party dealers. (5) 2025 results includes non-GAAP combined results for the year ended December 31, 2025. (6) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 2026 guidance is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. $48.7M of total available liquidity, reduced adjusted net income loss by $66 million year over year logo 4


 

img64092949_4.jpg

Performance and liquidity bridge $ amounts in millions Adjusted net income (loss)(1) $(26) Q3-2025 Adjusted Net Income (Loss)(1)$1 Net Interest Income $20 Realized and unrealized losses, net of Recovery $2 Noninterest Income ($1) Operating Expenses $(10) Q4-2025 Adjusted Net Income (Loss) (1) Total available liquidity(3) $59 9/30/25 Total Available Liquidity(2) ($10) Q4-25 Adjusted Net Income (loss) (1) ($10) Mark to Market Adjustment and Other Non-cash Items $11 Issuance of Related Party LOC $1 Change in Warehouse Availability $49 12/31/25 Total Available Liquidity(3) Net interest income Interest income net of warehouse and securitization interest expense Realized and unrealized losses, net of recovery Mark to market net gains; driven by securitization valuations Noninterest income Primarily driven by quarter over quarter decrease in other income due to releases of aged accruals in Q3 Operating expenses Compensation and benefits, professional fees, software and IT costs, interest expense on corporate debt and other operating expenses Change in warehouse liquidity Net change in excess liquidity on warehouse lines UACC cash collections offset by operating expenses, new origination funding and change in receivable eligibility (1) Adjusted net income (loss) is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (2) 9/30/25 Total available liquidity is a non-GAAP measure and represents $12.4 million of unrestricted cash and cash equivalents, as well as $11.8 million of availability from warehouse credit facilities and $35.0 million of availability from delayed draw facility. (3) 12/31/25 Total available liquidity is a non-GAAP measure and represents $10.4 million of unrestricted cash and cash equivalents, as well as $11.3 million of availability from warehouse credit facilities and $27.0 million of availability from delayed draw facility. logo 5


 

img64092949_5.jpg

Portfolio performance projection Multivariate Loss Projection(2) vs. Cumulative Net Loss(1) 12 Month CNL 16.00% 15.00% 14.00% 13.00% 12.00% 11.00% 10.00% 9.00% 8.00% 7.00% 6.00% 5.00% 4.00% 3.00% 2.00% 1.00% 0.00% 1 3 5 7 9 11 2017 1 3 5 7 9 11 2018 1 3 5 7 9 11 2019 1 3 5 7 9 11 2020 1 3 5 7 9 11 2021 1 3 5 7 9 11 2022 1 3 5 7 9 11 2023 1 3 5 7 9 11 2024 1 3 5 7 9 11 2025 1 2026 40.00% 38.00% 36.00% 34.00% 32.00% 30.00% 28.00% 26.00% 24.00% 22.00% 20.00% 18.00% 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 48 Month CNL (Orange) Multivariate 12 Month CNL Model correlates to (Gray) Actual 12 Month CNL correlates to (Yellow) Actual 48 Month CNL (1) Cumulative net loss is the aggregate realized loss (net of recoveries) over a portfolio’s lifetime. (2) This metric, including the ratios, is based on management's proprietary assumptions and formulas and is subject to change from time to time as management continues to evaluate the business. Continue to closely monitor performance logo 6


 

img64092949_6.jpg

 

Vroom Appendix


 

img64092949_7.jpg

 

Reconciliation of non-gaap financial measures Non-GAAP Financial Measures In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance: Adjusted net income (loss), total available liquidity, and tangible book value. Adjusted net income (loss) is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted net income (loss) facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. Total available liquidity represents unrestricted cash and cash equivalents, availability from warehouse credit facilities and available liquidity from delayed draw facility. These non-GAAP measures have limitations as analytical tools because they do not reflect all of the amounts associated with our results of operations or liquidity as determined in accordance with U.S. GAAP. Additionally, they may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for those comparative purposes. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. The presentation of these non-GAAP financial measures are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with U.S. GAAP. We have reconciled these non-GAAP financial measure with the most directly comparable U.S. GAAP financial measure elsewhere herein. Non-GAAP combined year ended December 31, 2025 Our financial results for the periods from January 1, 2025 through January 14, 2025 and the four quarters of 2024 are referred to as those of the “Predecessor” period. Our financial results for the period from January 15, 2025 through December 31, 2025, and all subsequent periods, are referred to as those of the “Successor” period. We present the combined results of operations because our Management believes our operating results for the year ended December 31, 2025 for the combined periods of the applicable Predecessor and Successor periods provides the most meaningful comparison of our results to prior periods. The following table presents a reconciliation of net income (loss) for the combined periods to the Predecessor and Successor periods (in thousands): YTD Results QTD Results Successor Period from January 1 through December 31, 2025 Successor Period from October 1 through December 31, 2025 Successor Period from July 1 through September 30, 2025 Successor Period from April 1 through June 30, 2025 Successor Period from January 15 through March 31, 2025 Net income (loss) from continuing operations $ (8,956) $.(11,521) $ (27,142) $ (8,932) $ (6,450) Stock compensation expense 5,326 1,410 1,444 1,836 491 Severance expense 392 - - 367 21 Bankruptcy costs (prepetition filling and post-emergence) 913 - - - 913 Reorganization items, net (51,036) - - - - Glain on extinguishment of debt - - - - - Impairment charges 4,156 - - - 4,156 Adjusted Net Loss (49,206) (10,111) (25,698) (6,729) (869) YTD Results QTD Results Predecessor Period from January 1 through January 14, 2025 Non-GAAP Combined Three Months Ended March 31, 2025 Predecessor Year Ended December 31, 2024 Predecessor Three Months Ended December 31, 2024 Predecessor Three Months Ended September 30, 2024 Predecessor Three Months Ended June 30, 2024 Predecessor Three Months Ended March 31, 2024 $ 45,090 $ 38,640 $ (138,240) $ (36,716) $ (37,744) $(19,104) $ (44,678) 144 635 5,949 935 1,244 2,446 1,324 4 25 2,735 287 763 1,685 - - 913 3,582 3,582 - - - (51,036) (51,036) 5,564 5,564 - - - - - - - - - - - 4,156 5,159 – 2,407 – 2,752 (5,798) (6,667) (115,251) (26,348) (33,330) (14,973) (40,600) logo 8


FAQ

How did Vroom (VRM) perform financially for the full year 2025?

Vroom reported a combined 2025 net loss from continuing operations of about $8.96 million. Adjusted net loss was $49.2 million, an improvement of $66 million versus 2024, reflecting lower expenses and post‑restructuring changes following its January 2025 emergence from a prepackaged Chapter 11 case.

What were Vroom’s key balance sheet figures at December 31, 2025?

At December 31, 2025, Vroom had $116.6 million of stockholders’ equity and $104.2 million of tangible book value. Total assets were $937.4 million, including $808.6 million of finance receivables at fair value, while total liabilities were $820.8 million, leaving the company with a positive equity position.

What is Vroom’s liquidity position and funding capacity as of year-end 2025?

Vroom reported $48.7 million of total available liquidity as of December 31, 2025. This included $10.4 million of cash and cash equivalents, $11.3 million of availability under warehouse credit facilities, and $27.0 million of unused capacity from a delayed draw facility supporting its indirect auto lending activities.

What 2026 financial outlook did Vroom (VRM) provide?

For full year 2026, Vroom expects indirect origination volume of $475–$515 million. It guides to an adjusted net loss between $(20) million and $(25) million, suggesting additional progress toward breakeven, although the company did not provide a GAAP net income forecast due to variability in certain costs.

How did Vroom’s adjusted net loss change from 2024 to 2025?

Vroom’s adjusted net loss improved from $115.3 million in 2024 to $49.2 million in 2025. Management highlighted a $66.0 million year-over-year improvement, or about 57%, driven by lower operating expenses and the reshaped cost structure following the company’s restructuring and fresh-start accounting.

What businesses now drive Vroom’s operations after exiting ecommerce?

After discontinuing its ecommerce used vehicle platform, Vroom’s operations center on United Auto Credit Corporation and CarStory. UACC is an indirect automotive lender serving over 9,500 dealers, while CarStory provides AI-driven automotive data, analytics and digital services to financial institutions, dealers, and auto service providers.

How does fresh-start accounting affect comparability of Vroom’s 2025 results?

Fresh-start accounting was applied on January 14, 2025 when Vroom emerged from Chapter 11, resetting asset and liability values to estimated fair value. As a result, post‑effective‑date financial statements are not directly comparable to prior periods, and combined 2025 figures are presented as Non-GAAP to aid year-over-year analysis.

Filing Exhibits & Attachments

3 documents
Vroom, Inc.

NASDAQ:VRM

View VRM Stock Overview

VRM Rankings

VRM Latest News

VRM Latest SEC Filings

VRM Stock Data

64.22M
5.01M
Credit Services
Retail-auto Dealers & Gasoline Stations
Link
United States
HOUSTON