Mudrick Capital funds boost Vroom (VRM) stake with Stock Purchase

Rhea-AI Filing Summary

Mudrick Capital–affiliated investment funds increased their indirect stake in Vroom, Inc. through a privately negotiated stock and warrant purchase. The reporting Mudrick entities bought 15,595 shares of Vroom common stock at $7.22 per share and 15,595 immediately exercisable warrants at $0.01 per warrant, each warrant convertible into one share of common stock at an exercise price of $60.95 and expiring on January 14, 2030. Following the stock purchase, the Mudrick-managed vehicles collectively report indirect holdings of 3,982,846 Vroom common shares, while disclaiming beneficial ownership beyond their pecuniary interests.

Insider Trade Summary

Net Buyer: 31,190 shares ($112,752)

Net Buy 2 txns

Insider Mudrick Capital Management, L.P., Mudrick Capital Management LLC, Mudrick Jason, Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity Drawdown Fund III GP, LLC, Mudrick Distressed Opportunity SIF Master Fund, L.P., Pietroforte Matthew, Mudrick Distressed Opportunity SIF GP, LLC, Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

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

Bought 31,190 shs ($113K)

Type	Security	Shares	Price	Value
Purchase	Warrants	15,595	$0.01	$155.95
Purchase	Common Stock	15,595	$7.22	$113K

Holdings After Transaction: Warrants — 15,595 shares (Indirect, See Notes); Common Stock — 3,982,846 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 shares of Common Stock purchased in a privately negotiated transaction ("Stock Purchase") as follows: 387 by Drawdown II SC; 1,148 by DISL; 4,151 by Drawdown II; 256 by Drawdown III; and 9,653 by certain accounts managed by MCM. Represents shares of Common Stock directly held following the reported transaction as follows: 1,058,822 by Mudrick Opp Global; 729,536 by Drawdown II; 68,082 by Drawdown II SC; 45,002 by Drawdown III; 201,805 by DISL; 182,936 by SIF; and 1,696,663 by certain accounts managed by MCM. Represents immediately exercisable warrants to purchase an equal number of shares of Common Stock (subject to adjustments in accordance with the terms of such warrants) purchased in connection with the Stock Purchase as follows: 387 by Drawdown II SC; 1,148 by DISL; 4,151 by Drawdown II; 256 by Drawdown III; and 9,653 by certain accounts managed by MCM. Represents shares of Common Stock into which the Warrants may be converted in each case, subject to adjustment and other terms of the warrants as follows: 387 by Drawdown II SC; 1,148 by DISL; 4,151 by Drawdown II; 256 by Drawdown III; and 9,653 by certain accounts managed by MCM. 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

Common shares purchased: 15,595 shares Purchase price per share: $7.22 per share Warrants purchased: 15,595 warrants +5 more

8 metrics

Common shares purchased 15,595 shares Privately negotiated Stock Purchase

Purchase price per share $7.22 per share Common stock acquisition

Warrants purchased 15,595 warrants Derivative purchase tied to Stock Purchase

Warrant purchase price $0.01 per warrant Cost to acquire each warrant

Warrant exercise price $60.95 per share Conversion price into Vroom common stock

Warrant expiration January 14, 2030 Warrants on Vroom common stock

Common shares held after 3,982,846 shares Indirect holdings across Mudrick-managed vehicles

Underlying warrant shares 15,595 shares Common stock into which warrants are exercisable

Key Terms

privately negotiated transaction, immediately exercisable warrants, beneficial ownership, pecuniary interest, +2 more

6 terms

privately negotiated transaction financial

"Represents shares of Common Stock purchased in a privately negotiated transaction ("Stock Purchase")"

A privately negotiated transaction is a deal whose terms are worked out directly between a buyer and a seller rather than through a public market or open auction. Think of it like selling a car to a neighbor instead of putting it on eBay: the price, timing and conditions are agreed one-on-one, so investors may see less public information, different pricing compared with market trades, and potential impacts on liquidity and valuation.

immediately exercisable warrants financial

"Represents immediately exercisable warrants to purchase an equal number of shares of Common Stock"

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.

pecuniary interest financial

"other than to the extent of any pecuniary interest they may have therein, directly or indirectly"

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

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

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.

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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)
06/15/2026

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	06/15/2026		P		15,595(2)	A	$7.22	3,982,846(3)	I	See Notes(1)(6)(7)(8)

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
Warrants	$60.95	06/15/2026		P		15,595(4)		(4)	01/14/2030	Common Stock	15,595	$0.01	15,595(5)	I	See Notes(1)(6)(7)(8)

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 Capital Management 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 Jason

(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 III, 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 III 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 SIF Master 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^*

Pietroforte Matthew

(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 SIF 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 Drawdown Fund II SC, 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 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 shares of Common Stock purchased in a privately negotiated transaction ("Stock Purchase") as follows: 387 by Drawdown II SC; 1,148 by DISL; 4,151 by Drawdown II; 256 by Drawdown III; and 9,653 by certain accounts managed by MCM.

3. Represents shares of Common Stock directly held following the reported transaction as follows: 1,058,822 by Mudrick Opp Global; 729,536 by Drawdown II; 68,082 by Drawdown II SC; 45,002 by Drawdown III; 201,805 by DISL; 182,936 by SIF; and 1,696,663 by certain accounts managed by MCM.

4. Represents immediately exercisable warrants to purchase an equal number of shares of Common Stock (subject to adjustments in accordance with the terms of such warrants) purchased in connection with the Stock Purchase as follows: 387 by Drawdown II SC; 1,148 by DISL; 4,151 by Drawdown II; 256 by Drawdown III; and 9,653 by certain accounts managed by MCM.

5. Represents shares of Common Stock into which the Warrants may be converted in each case, subject to adjustment and other terms of the warrants as follows: 387 by Drawdown II SC; 1,148 by DISL; 4,151 by Drawdown II; 256 by Drawdown III; and 9,653 by certain accounts managed by MCM.

6. 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

7. 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.

8. 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 first 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**	06/16/2026
	** 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 did Mudrick Capital entities do in this Vroom (VRM) Form 4 filing?

Mudrick Capital–affiliated funds reported buying Vroom securities. They acquired 15,595 common shares and 15,595 related warrants in a privately negotiated Stock Purchase, increasing their indirect exposure to Vroom while filing jointly as multiple related investment entities.

How many Vroom (VRM) shares did Mudrick-related funds purchase and at what price?

Mudrick-related funds purchased 15,595 Vroom common shares. The shares were acquired at a purchase price of $7.22 per share in a privately negotiated transaction referred to as the Stock Purchase, rather than through ordinary open-market exchange trading.

What warrants on Vroom (VRM) stock did the Mudrick funds acquire?

The Mudrick funds bought 15,595 Vroom warrants alongside the common shares. Each warrant cost $0.01, is immediately exercisable at an exercise price of $60.95 per share, and expires on January 14, 2030, covering 15,595 underlying Vroom common shares.

What is the total Vroom (VRM) common stock position reported after these transactions?

After the reported transactions, the Mudrick-affiliated vehicles collectively report holding 3,982,846 Vroom common shares indirectly. These shares are spread across several funds and accounts managed by Mudrick Capital Management, as detailed in the Form 4 footnotes.

Were the Vroom (VRM) securities bought on the open market or privately negotiated?

The Form 4 notes the common shares and warrants were bought in a privately negotiated “Stock Purchase.” Although the transaction code is a purchase, the footnote specifies it was negotiated directly, not via ordinary open-market exchange trades.

How do Mudrick Capital entities describe their beneficial ownership of Vroom (VRM) shares?

The reporting persons expressly disclaim beneficial ownership of Vroom securities beyond their pecuniary interests. They state the Form 4 should not be deemed an admission of beneficial ownership above those interests or that any reporting person is subject to Section 16 beyond that scope.