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Convertible note grants to Vroom (VRM) director and Annox Capital

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vroom, Inc. director Robert J. Mylod Jr. reported acquisitions of Senior Secured Delayed Draw Convertible Notes due 2032 that are convertible into Vroom common stock. These awards reflect grants of convertible debt rather than open‑market stock purchases or sales.

On May 14, 2026, he and Annox Capital, LLC entered an Exchange and Subscription Agreement with Vroom, receiving notes convertible at $13.68 per share into underlying common stock, with portions held directly and indirectly through Annox Capital. On May 29, 2026, additional notes were granted with a conversion price of $14.47 per share. Mylod is managing member of Annox Capital and may be deemed to beneficially own its holdings but disclaims beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider MYLOD ROBERT J JR
Role Director
Type Security Shares Price Value
Grant/Award Convertible Notes 0 $0.00 $0.00
Grant/Award Convertible Notes 0 $0.00 $0.00
Grant/Award Convertible Notes 0 $0.00 $0.00
Grant/Award Convertible Notes 0 $0.00 $0.00
Holdings After Transaction: Convertible Notes — 0 shares (Direct); Convertible Notes — 0 shares (Indirect, By Annox Capital, LLC)
Footnotes (2)
  1. F1. On May 14, 2026, the Reporting Person and Annox Capital, LLC entered into an Exchange and Subscription Agreement with the Issuer (the "Exchange Agreement"), pursuant to which the Reporting Person and Annox Capital, LLC acquired Senior Secured Delayed Draw Convertible Notes due 2032, which are convertible into shares of Common Stock pursuant to the terms of the Exchange Agreement and the terms of the Senior Secured Delayed Draw Convertible Note.
  2. F2. The Reporting Person is the managing member of Annox Capital, LLC and as a result may be deemed to beneficially own the securities held of record by Annox Capital, LLC. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.
Conversion price (May 14 notes) $13.68 per share Convertible notes due 2032, exercise date April 1, 2032
Conversion price (May 29 notes) $14.47 per share Convertible notes due 2032, exercise date April 1, 2032
Underlying shares (indirect May 14 grant) 365,497 shares Common stock underlying convertible notes held by Annox Capital, LLC
Underlying shares (direct May 14 grant) 1,133,040 shares Common stock underlying convertible notes held directly
Underlying shares (indirect May 29 grant) 92,412 shares Common stock underlying convertible notes held by Annox Capital, LLC
Exercise date April 1, 2032 Earliest exercise date for the Senior Secured Delayed Draw Convertible Notes
Expiration date June 30, 2032 Expiration for the Senior Secured Delayed Draw Convertible Notes
Derivative transactions reported 4 entries All classified as grant/award acquisitions of convertible notes
Exchange and Subscription Agreement financial
"entered into an Exchange and Subscription Agreement with the Issuer"
Senior Secured Delayed Draw Convertible Notes financial
"acquired Senior Secured Delayed Draw Convertible Notes due 2032, which are convertible"
convertible into shares of Common Stock financial
"Notes due 2032, which are convertible into shares of Common Stock"
beneficially own financial
"may be deemed to beneficially own the securities held of record"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"disclaims such beneficial ownership except to the extent of his pecuniary interest"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did Vroom (VRM) report for Robert J. Mylod Jr.?
Vroom reported grants of Senior Secured Delayed Draw Convertible Notes to director Robert J. Mylod Jr. and Annox Capital, LLC. These notes are convertible into common stock under an Exchange and Subscription Agreement and do not represent open‑market stock purchases or sales.

What are the key terms of the Vroom (VRM) convertible notes acquired?
The convertible notes are due in 2032 and convert into common stock at fixed prices. Some notes convert at $13.68 per share and others at $14.47 per share, with defined exercise and expiration dates under the agreement.

How many Vroom (VRM) shares are underlying the reported convertible notes?
Each grant references a specific number of underlying common shares. One May 14, 2026 grant covers 365,497 underlying shares indirectly, and another covers 1,133,040 underlying shares directly, illustrating the scale of potential future share conversion tied to these notes.

What role does Annox Capital, LLC play in the Vroom (VRM) Form 4 filing?
Annox Capital, LLC holds some of the convertible notes indirectly for the reporting person. Robert J. Mylod Jr. is Annox’s managing member and may be deemed to beneficially own those securities, but he disclaims beneficial ownership beyond any pecuniary interest.

Are the Vroom (VRM) insider transactions open‑market buys or compensation grants?
The transactions are classified as grants or awards of derivative securities, not open‑market buys or sells. They involve Senior Secured Delayed Draw Convertible Notes issued under an Exchange and Subscription Agreement rather than direct stock market transactions.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MYLOD ROBERT J JR
(Last)(First)(Middle)
C/O VROOM, INC.
4700 MERCANTILE DRIVE
(Street)
FORT WORTH TEXAS 76137
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Vroom, Inc. [ VRM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Notes$13.6805/14/2026A$15,500,00004/01/203206/30/2032Common Stock1,133,040(1)$15,500,000D
Convertible Notes$13.6805/14/2026A$5,000,00004/01/203206/30/2032Common Stock365,497(1)$5,000,000IBy Annox Capital, LLC(2)
Convertible Notes$14.4705/29/2026A$1,337,20904/01/203206/30/2032Common Stock92,412(1)$16,837,209D
Convertible Notes$14.4705/29/2026A$1,337,20904/01/203206/30/2032Common Stock92,412(1)$6,337,209IBy Annox Capital, LLC(2)
Explanation of Responses:
1. On May 14, 2026, the Reporting Person and Annox Capital, LLC entered into an Exchange and Subscription Agreement with the Issuer (the "Exchange Agreement"), pursuant to which the Reporting Person and Annox Capital, LLC acquired Senior Secured Delayed Draw Convertible Notes due 2032, which are convertible into shares of Common Stock pursuant to the terms of the Exchange Agreement and the terms of the Senior Secured Delayed Draw Convertible Note.
2. The Reporting Person is the managing member of Annox Capital, LLC and as a result may be deemed to beneficially own the securities held of record by Annox Capital, LLC. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.
/s/Anna-Lisa Corrales, Attorney-in-Fact for MYLOD ROBERT J JR06/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR