[Form 4] Vroom, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vroom, Inc. (VRM) insiders purchased convertible senior notes in a private placement. The reporting person and Annox Capital, LLC each acquired $5,000,000 principal of 5.000% Senior Convertible Notes due 2030, each note convertible at $35 per share into 142,857 shares of common stock. The Notes are immediately convertible, in whole or in part, at the holders' option, and each instrument converts into common stock with an expiration of 08/29/2030. The reporting person is a director and the managing member of Annox Capital, LLC and disclaims beneficial ownership of Annox-held securities except to the extent of any pecuniary interest. The filing reports both a direct acquisition and an acquisition held of record by Annox Capital, LLC.

Positive

• Insider participation: The reporting person and an affiliated entity each acquired $5,000,000 in convertible notes, showing direct insider involvement in the financing.
• Immediate convertibility: The Notes are immediately convertible into common stock at a fixed conversion price of $35, providing clear conversion terms.

Negative

• Related-party position: The reporting person is the managing member of Annox Capital, LLC, which holds an identical note position; the reporting person disclaims beneficial ownership except for any pecuniary interest.
• Potential future share issuance: Each $5,000,000 note converts into 142,857 shares; the two reported acquisitions correspond to two such positions reported separately (direct and indirect).

Insights

Securities Analyst

TL;DR: Insider participation in a convertible note private placement totaling two $5M tranches, immediately convertible at $35, each for 142,857 shares.

The reporting person, a director of VRM, and Annox Capital each acquired $5,000,000 principal of 5.000% convertible notes due 2030, convertible at $35 per share into 142,857 common shares. Immediate convertibility gives holders the option to convert to equity now or hold debt yielding 5.000% until maturity in 2030. The form shows both a direct purchase by the reporting person and a separate record ownership by Annox Capital, with an explicit disclosure that the reporting person is Annox's managing member and disclaims beneficial ownership except for pecuniary interest. For investors, this is a financing structure that can become equity if holders convert; the filing documents insider participation and potential affiliation between the reporting person and Annox Capital.

Corporate Governance Expert

TL;DR: Director involved in private placement; declares role with affiliated purchaser and disclaims full beneficial ownership.

The filing discloses the director status of the reporting person and that he is the managing member of Annox Capital, LLC, which separately acquired an equivalent note position. The statement of disclaimer is explicit: the reporting person may be deemed to beneficially own Annox-held securities but disclaims such ownership except to the extent of any pecuniary interest. This is a standard governance disclosure to clarify potential related-party holdings. The filing properly reports both direct and indirect positions and the nature of the indirect ownership.

SEC Form 4

FORM 4

UNITED 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
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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 TX 76137

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vroom, Inc. [ VRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
5.000% Senior Convertible Notes	$35	08/29/2025		A		$5,000,000		(1)	08/29/2030	Common Stock	142,857	(1)	$5,000,000	D
5.000% Senior Convertible Notes	$35	08/29/2025		A		$5,000,000		(1)	08/29/2030	Common Stock	142,857	(1)	$5,000,000	I	By Annox Capital, LLC(2)

Explanation of Responses:

1. On August 29, 2025, the reporting person and Annox Capital, LLC entered into a note purchase agreement (the "Purchase Agreement") with the Issuer, pursuant to which the reporting person and Annox Capital, LLC each acquired an aggregate principal amount of $5,000,000 of the Issuer's 5.000% Convertible Notes due 2030 (the "Notes"), convertible for 142,857 shares of the issuer's common stock in a private placement. The Notes are immediately convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $35 per share.

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 JR	09/02/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did VRM insider MYLOD ROBERT J JR acquire?

The reporting person and Annox Capital, LLC each acquired $5,000,000 principal of VRM 5.000% Senior Convertible Notes due 2030, each convertible into 142,857 shares at $35 per share.

Are the convertible notes immediately exercisable for VRM (VRM) stock?

Yes. The filing states the Notes are immediately convertible, in whole or in part, at the holders' option.

How many shares does each $5,000,000 note convert into for VRM?

Each $5,000,000 principal amount converts into 142,857 shares of VRM common stock at the stated conversion price.

What is the reporting person’s relationship to Annox Capital in the VRM filing?

The reporting person is the managing member of Annox Capital, LLC and states a disclaimer of beneficial ownership of Annox-held securities except to the extent of any pecuniary interest.

What is the interest rate and maturity of the securities acquired in the VRM filing?

The instruments are 5.000% Senior Convertible Notes with an indicated maturity date of 2030.