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Mudrick acquires Vroom (NASDAQ: VRM) notes convertible into 570K shares

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

Rhea-AI Filing Summary

Mudrick Capital Management, L.P. reported reported purchase transactions in this Form 4 filing.

Mudrick Capital–affiliated reporting persons disclosed acquiring Senior Secured Delayed Draw Convertible Notes due 2032 of Vroom, Inc. under an Exchange and Subscription Agreement dated May 14, 2026. These Notes are convertible into 570,199 shares of common stock at a conversion price of $11.42 per share, with an earliest exercise date of April 1, 2032 and expiration on June 30, 2032. The underlying shares are held across several Mudrick funds and managed accounts, and the filers disclaim beneficial ownership beyond their pecuniary interests.

Positive

  • None.

Negative

  • None.
Insider Mudrick Capital Management, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, Mudrick Distressed Opportunity Fund Global, LP, Mudrick GP, LLC
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Bought 0 shs
Type Security Shares Price Value
Purchase Convertible Notes F4, F5, F1, F2, F3, F6 -- -- --
Holdings After Transaction: Convertible Notes — 0 shares (Indirect, See Notes)
Footnotes (6)
  1. F1. 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 2020 Dislocation Fund, L.P. ("DISL"); Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"); and Matthew Pietroforte, who is a member of the Issuer's board of directors and a Managing Director and Senior Analyst at MCM.
  2. F2. 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.
  3. F3. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III and DISL and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, and DISL 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 and DISL and certain accounts managed by MCM.
  4. F4. Pursuant to an Exchange and Subscription Agreement with the Issuer, dated as of May 14, 2026 (the "Exchange Agreement"), the Reporting Persons acquired from the Issuer Senior Secured Delayed Draw Convertible Notes due 2032 ("Notes") that 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.
  5. F5. Represents shares of Common Stock into which the Notes acquired from the Issuer on August 13, 2026 may be converted in each case, subject to adjustment and other terms of the Notes as follows: 152,498 by Drawdown II.; 14,232 by Drawdown II SC; 9,252 by Drawdown III; 42,185 by DISL; and 352,032 by certain accounts managed by MCM.
  6. F6. 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.
Underlying common shares 570,199 shares Shares of Vroom common stock into which the acquired Notes may be converted
Conversion price $11.4200 per share Conversion or exercise price of the Senior Secured Delayed Draw Convertible Notes
Earliest exercise date April 1, 2032 Date from which the Notes may be converted into common stock
Expiration date June 30, 2032 Expiration of the Senior Secured Delayed Draw Convertible Notes
Drawdown II allocation 152,498 shares Portion of underlying common stock attributable to Drawdown II
Managed accounts allocation 352,032 shares Portion of underlying common stock held by certain accounts managed by MCM
Senior Secured Delayed Draw Convertible Notes financial
"Reporting Persons acquired from the Issuer Senior Secured Delayed Draw Convertible Notes due 2032"
Exchange and Subscription Agreement financial
"Pursuant to an Exchange and Subscription Agreement with the Issuer, dated as of May 14, 2026"
pecuniary interest financial
"other than to the extent of any pecuniary interest they may have therein"
beneficial ownership financial
"may be deemed to beneficially own the securities of the Issuer"
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.
Section 16 of the Exchange Act regulatory
"this filing shall not be deemed an admission that the Reporting Persons are...subject to Section 16"

FAQ

What insider transaction did Mudrick Capital report in Form 4 for VRM?
Mudrick Capital–affiliated entities reported acquiring Senior Secured Delayed Draw Convertible Notes due 2032 from Vroom, Inc. These Notes are convertible into 570,199 shares of common stock under an Exchange and Subscription Agreement dated May 14, 2026.

How many Vroom (VRM) shares are underlying the Mudrick convertible notes?
The reported Notes are convertible into 570,199 shares of Vroom common stock. This total is allocated among several Mudrick funds and accounts, including 152,498 shares for Drawdown II and 352,032 shares for certain accounts managed by Mudrick Capital Management.

What is the conversion price of the Mudrick convertible notes in VRM?
The Notes have a conversion price of $11.42 per share of Vroom common stock. This price governs how many shares each Note can be converted into, as specified in the Senior Secured Delayed Draw Convertible Note terms.

When can the Mudrick convertible notes for Vroom (VRM) be exercised and when do they expire?
The Notes become exercisable on April 1, 2032 and expire on June 30, 2032. This window defines when holders may convert the Senior Secured Delayed Draw Convertible Notes into Vroom common stock.

Do the Mudrick reporting persons claim full beneficial ownership of the VRM securities?
No. The reporting persons explicitly disclaim beneficial ownership of the securities beyond their pecuniary interests. They state the filing should not be deemed an admission of beneficial ownership for Section 16 purposes or that any person is subject to Section 16.

Which Mudrick entities are involved in the VRM convertible notes transaction?
Entities include Mudrick Capital Management, L.P., Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, and related drawdown funds and GPs. Various Mudrick funds and managed accounts hold portions of the underlying VRM shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
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*
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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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$11.4208/13/2026P$6,511,627.9104/01/2032(4)06/30/2032Common Stock570,199(5)(4)$20,000,000.09ISee Notes(1)(2)(3)(6)
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
XDirectorX10% 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
XDirectorX10% 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
XDirectorX10% 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
XDirectorX10% 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 2020 Dislocation Fund, L.P. ("DISL"); Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"); and Matthew Pietroforte, who is a member of the Issuer's board of directors and a Managing Director and Senior Analyst at MCM.
2. 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.
3. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III and DISL and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, and DISL 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 and DISL and certain accounts managed by MCM.
4. Pursuant to an Exchange and Subscription Agreement with the Issuer, dated as of May 14, 2026 (the "Exchange Agreement"), the Reporting Persons acquired from the Issuer Senior Secured Delayed Draw Convertible Notes due 2032 ("Notes") that 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.
5. Represents shares of Common Stock into which the Notes acquired from the Issuer on August 13, 2026 may be converted in each case, subject to adjustment and other terms of the Notes as follows: 152,498 by Drawdown II.; 14,232 by Drawdown II SC; 9,252 by Drawdown III; 42,185 by DISL; and 352,032 by certain accounts managed by MCM.
6. 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**08/17/2026
** 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