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Mudrick funds gain Vroom (VRM) convertible notes tied to common stock

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

Rhea-AI Filing Summary

Vroom, Inc. insider filing shows Mudrick-affiliated funds acquiring new convertible note positions tied to Vroom common stock. Two grants of Senior Secured Delayed Draw Convertible Notes due 2032 were reported under an Exchange and Subscription Agreement dated May 14, 2026.

One note is convertible at $13.68 per share into 584,800 shares of common stock, and another at $14.47 per share into 517,515 shares. The positions are reported as indirect holdings across multiple Mudrick entities, which disclaim beneficial ownership beyond their pecuniary interests.

Positive

  • None.

Negative

  • None.
Insider Mudrick Capital Management, L.P., Mudrick Capital Management LLC, Mudrick Jason, Mudrick Distressed Opportunity Fund Global, LP, Mudrick GP, LLC, Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity Drawdown Fund III GP, LLC
Role null | null | null | null | null | null | null | null | null | null
Type Security Shares Price Value
Grant/Award Convertible Notes 0 $0.00 --
Grant/Award Convertible Notes 0 $0.00 --
Holdings After Transaction: Convertible Notes — 0 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. ("Global LP"), 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"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), and Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP") and Matthew Pietroforte, who is a member of the Issuer's board of directors ("Board") and a Managing Director and Senior Analyst at 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. Pursuant to an Exchange and Subscription Agreement with the Issuer, dated as of May 14, 2026 (the "Exchange Agreement"), the Reporting Persons 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. Represents shares of Common Stock into which the Notes may be converted in each case, subject to adjustment and other terms of the Notes as follows: 156,670 by Global LP.; 107,333 "acquired from the Issuer" by Drawdown II.; 10,017 by Drawdown II SC; 6,512 by Drawdown III; 29,691 by DISL.; 26,806 by SIF; and 247,771 by certain accounts managed by MCM. Represents shares of Common Stock into which the Notes may be converted in each case, subject to adjustment and other terms of the Notes as follows: 137,735 by Drawdown II.; 12,854 by Drawdown II SC; 8,497 by Drawdown III; 38,101 by DISL.; and 320,328 by 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 3 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 shares tranche 1 584,800 shares Common stock underlying notes at $13.68 conversion price
Underlying shares tranche 2 517,515 shares Common stock underlying notes at $14.47 conversion price
Conversion price tranche 1 $13.68/share Convertible into Vroom common stock
Conversion price tranche 2 $14.47/share Convertible into Vroom common stock
Exercise start date April 1, 2032 Exercisability of reported convertible notes
Expiration date June 30, 2032 End of conversion window for notes
Derivative transactions 2 transactions Total derivative entries reported in Form 4
Senior Secured Delayed Draw Convertible Notes financial
"Senior Secured Delayed Draw Convertible Notes due 2032 ("Notes") that are convertible into shares"
Exchange and Subscription Agreement regulatory
"Pursuant to an Exchange and Subscription Agreement with the Issuer, dated as of May 14, 2026"
Convertible Notes financial
""Convertible Notes""
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"
pecuniary interest financial
"disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest"
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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)
05/14/2026		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$13.6805/14/2026A$8,000,00004/01/2032(5)06/30/2032Common Stock584,800(6)(5)$8,000,000ISee notes(1)(2)(3)(4)(8)
Convertible Notes$14.4705/29/2026A$7,488,37304/01/2032(5)06/30/2032Common Stock517,515(7)(5)$15,488,373ISee notes(1)(2)(3)(4)(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
XDirectorX10% 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
XDirectorX10% 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
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)
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
XDirectorX10% 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
XDirectorX10% 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
XDirectorX10% 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
XDirectorX10% 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
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. ("Global LP"), 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"),
2. Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), and Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP") and Matthew Pietroforte, who is a member of the Issuer's board of directors ("Board") and a Managing Director and Senior Analyst at MCM.
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. Pursuant to an Exchange and Subscription Agreement with the Issuer, dated as of May 14, 2026 (the "Exchange Agreement"), the Reporting Persons 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.
6. Represents shares of Common Stock into which the Notes may be converted in each case, subject to adjustment and other terms of the Notes as follows: 156,670 by Global LP.; 107,333 "acquired from the Issuer" by Drawdown II.; 10,017 by Drawdown II SC; 6,512 by Drawdown III; 29,691 by DISL.; 26,806 by SIF; and 247,771 by certain accounts managed by MCM.
7. Represents shares of Common Stock into which the Notes may be converted in each case, subject to adjustment and other terms of the Notes as follows: 137,735 by Drawdown II.; 12,854 by Drawdown II SC; 8,497 by Drawdown III; 38,101 by DISL.; and 320,328 by 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 3 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 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**06/03/2026
** 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

FAQ

What insider activity did Mudrick entities report for Vroom (VRM)?

Mudrick-affiliated entities reported acquiring two tranches of Senior Secured Delayed Draw Convertible Notes due 2032. These notes are indirectly held and are convertible into Vroom common stock under an Exchange and Subscription Agreement dated May 14, 2026.

How many Vroom (VRM) shares are tied to the new Mudrick convertible notes?

The filing shows notes convertible into 584,800 Vroom common shares at $13.68 per share and 517,515 shares at $14.47 per share. These figures reflect potential stock issuable upon conversion, subject to the notes’ terms and adjustments.

What are the conversion prices of the Vroom (VRM) convertible notes received by Mudrick?

One set of notes converts at $13.68 per Vroom common share, tied to 584,800 underlying shares. The other converts at $14.47 per share, tied to 517,515 underlying shares. Both are Senior Secured Delayed Draw Convertible Notes due 2032.

When do the reported Vroom (VRM) convertible notes become exercisable and expire?

Both convertible note positions are shown as exercisable from April 1, 2032, and expiring June 30, 2032. This short window defines when the notes can be converted into Vroom common stock under the disclosed terms.

Do Mudrick entities claim full beneficial ownership of these Vroom (VRM) securities?

The reporting persons expressly disclaim beneficial ownership of the securities beyond any pecuniary interest. They state the filing should not be deemed an admission of beneficial ownership of Vroom equity securities in excess of their respective economic interests.

Which Mudrick funds are associated with the Vroom (VRM) convertible note positions?

The filing references Global LP, Drawdown II, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by Mudrick Capital Management. These entities hold the notes that may be converted into Vroom common stock under the disclosed allocations.