Mudrick Capital-linked director granted 9,832 Vroom (VRM) RSUs as equity pay

Rhea-AI Filing Summary

Mudrick Capital Management, L.P. reported acquisition or exercise transactions in this Form 4 filing.

Vroom, Inc. reported that investment funds associated with Mudrick Capital received an award of 9,832 shares of Common Stock in the form of restricted stock units. The RSUs were granted to director Matthew Pietroforte, who has assigned all rights in the award to Mudrick Capital Management, L.P.

The RSUs will vest on the earlier of the day immediately preceding the first annual meeting of stockholders following the grant date or on June 11, 2027, subject to his continued service. Following this grant, the indirect holdings reported in this Form 4 total 19,018 shares of Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mudrick Capital Management, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, Mudrick Distressed Opportunity Fund Global, LP, Mudrick GP, LLC

Role null | null | null | null | null | null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,832	$0.00	--

Holdings After Transaction: Common Stock — 19,018 shares (Indirect, See Notes)

Footnotes (1)

1. This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"); Mudrick Capital Management, LLC ("MCM GP"); Jason Mudrick; Mudrick Distressed Opportunity Fund Global, L.P. ("Mudrick Opp Global"); Mudrick GP, LLC ("Mudrick GP"); Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II"); Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. ("Drawdown II SC"); Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"); Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III"); Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III GP"); Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"); Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP"); Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. ("DISL"); Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"); and Matthew Pietroforte. Represents an award of restricted stock units ("RSUs") granted to Matthew Pietroforte, who is a member of the Issuer's board of directors and a Managing Director and Senior Analyst at MCM. The RSUs will vest on the earlier of the day immediately preceding the date of the first annual meeting of stockholders following the date of grant, or June 11, 2027, subject to the Reporting Person's continued service through the applicable vesting date. Mr. Pietroforte has assigned all rights, title and interest in the RSUs (including the shares of Common Stock thereunder) granted to him to Mudrick Capital Management, L.P. Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, DISL GP and SIF GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit List: Joint Filer Information. This filing shall not be deemed an admission that any of the Reporting Persons is subject to Section 16 of the Exchange Act.

Key Figures

RSU award size: 9,832 shares Award price per share: $0.00 per share Indirect holdings after grant: 19,018 shares +1 more

4 metrics

RSU award size 9,832 shares Restricted stock units of Common Stock granted on June 11, 2026

Award price per share $0.00 per share Equity compensation grant, not an open-market purchase

Indirect holdings after grant 19,018 shares Total Common Stock reported following this RSU award

Latest vesting date June 11, 2027 Latest possible vesting date for the RSUs, subject to continued service

Key Terms

restricted stock units ("RSUs"), pecuniary interest, Section 16, Rule 16a-1(a)(4), +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents an award of restricted stock units ("RSUs") granted to Matthew Pietroforte"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

pecuniary interest financial

"The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest"

Section 16 regulatory

"this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Rule 16a-1(a)(4) regulatory

"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"

beneficial ownership financial

"The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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Form 4 Insider Transactions: What Each Field Means →

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
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^*

Mudrick Capital Management, L.P.

(Last) (First) (Middle)

31 WEST 52ND STREET

16TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/11/2026		A		9,832(2)	A	$0.00	19,018	I	See Notes(1)(3)(4)(5)

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

1. Name and Address of Reporting Person^*

Mudrick Capital Management, L.P.

(Last) (First) (Middle)

31 WEST 52ND STREET

16TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

(Last) (First) (Middle)

31 WEST 52ND STREET

16TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

(Last) (First) (Middle)

31 WEST 52ND STREET

16TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC

(Last) (First) (Middle)

31 WEST 52ND STREET

16TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Fund Global, LP

(Last) (First) (Middle)

31 WEST 52ND STREET

16TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Mudrick GP, LLC

(Last) (First) (Middle)

31 WEST 52ND STREET

16TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"); Mudrick Capital Management, LLC ("MCM GP"); Jason Mudrick; Mudrick Distressed Opportunity Fund Global, L.P. ("Mudrick Opp Global"); Mudrick GP, LLC ("Mudrick GP"); Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II"); Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. ("Drawdown II SC"); Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"); Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III"); Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III GP"); Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"); Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP"); Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. ("DISL"); Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"); and Matthew Pietroforte.

2. Represents an award of restricted stock units ("RSUs") granted to Matthew Pietroforte, who is a member of the Issuer's board of directors and a Managing Director and Senior Analyst at MCM. The RSUs will vest on the earlier of the day immediately preceding the date of the first annual meeting of stockholders following the date of grant, or June 11, 2027, subject to the Reporting Person's continued service through the applicable vesting date. Mr. Pietroforte has assigned all rights, title and interest in the RSUs (including the shares of Common Stock thereunder) granted to him to Mudrick Capital Management, L.P.

3. Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF.

4. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, DISL GP and SIF GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM.

5. The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit List: Joint Filer Information. This filing shall not be deemed an admission that any of the Reporting Persons is subject to Section 16 of the Exchange Act.

Remarks:

Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is the second of two identical Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, Mudrick Capital Management, L.P.

	See Exhibit 99.1**	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Vroom (VRM) report in this Form 4?

Vroom reported an award of 9,832 restricted stock units of Common Stock to director Matthew Pietroforte. The award has been assigned to Mudrick Capital Management, L.P., reflecting an indirect equity-based compensation grant rather than an open-market purchase or sale.

Who ultimately benefits from the new Vroom (VRM) RSU grant?

The RSUs were granted to director Matthew Pietroforte but he assigned all rights, title, and interest in the award to Mudrick Capital Management, L.P. This means the economic benefit from the RSUs will accrue to Mudrick Capital-managed entities, subject to vesting.

What are the vesting terms of the Vroom (VRM) RSUs granted to the Mudrick-affiliated director?

The restricted stock units will vest on the earlier of the day immediately before the first annual meeting of stockholders following the grant date, or June 11, 2027. Vesting requires Matthew Pietroforte’s continued service through the applicable vesting date.

How many Vroom (VRM) shares are indirectly held after this Mudrick-related award?

After the RSU award of 9,832 shares of Common Stock, the indirect holdings reported in the Form 4 total 19,018 shares. This figure reflects the position shown for the reporting persons following the grant transaction disclosed in the filing.

Is the Vroom (VRM) Form 4 transaction an open-market buy or sell?

No, the transaction is coded as “A” for a grant, award, or other acquisition of 9,832 restricted stock units at a price of $0.00 per share. It represents equity compensation, not an open-market purchase or sale of Vroom’s stock.