Vroom: Mudrick reports 76.1% ownership stake

Mudrick Capital Management, L.P. agreed to vote, or cause to be voted, its shares in favor of proposals concerning redemption of SPE Holdings 2026-1's preferred units.

Rhea-AI Filing Summary

Vroom, Inc. is the issuer in an amended ownership report stating that Mudrick Capital Management, L.P., Mudrick Capital Management, LLC and Jason Mudrick each report shared voting and dispositive power over 3,982,846 common shares, or 76.1% of the class. That percentage is based on 5,234,356 Vroom shares outstanding as of August 3, 2026. The reported shares are held directly by specified Mudrick funds and certain managed accounts.

Vroom Automotive, an issuer subsidiary, amended and restated its limited liability company agreement and issued preferred units to SPE Holdings 2026-1. Mudrick Capital Management, L.P. agreed to vote, or cause to be voted, all shares it beneficially owns in favor of proposals concerning redemption of those units under the agreement. Certain reporting persons acquired from Vroom on August 13, 2026, the remaining approximately $6.5 million in Senior Secured Delayed Draw Convertible Notes. The notes become convertible on April 1, 2032, and in connection with specified corporate events. The reporting persons may be deemed a group and disclaim beneficial ownership of securities reported for others except where they exercise voting or dispositive power.

Key Figures

Reported shared voting and dispositive power: 3,982,846 shares Reported ownership percentage: 76.1% Vroom common shares outstanding: 5,234,356 shares +2 more

5 metrics

Reported shared voting and dispositive power 3,982,846 shares Reported by Mudrick Capital Management, L.P., Mudrick Capital Management, LLC and Jason Mudrick

Reported ownership percentage 76.1% Based on shares outstanding as of August 3, 2026

Vroom common shares outstanding 5,234,356 shares As of August 3, 2026

Senior Secured Delayed Draw Convertible Notes acquired Approximately $6.5 million Acquired by certain reporting persons from Vroom on August 13, 2026

Notes become convertible April 1, 2032 The notes also become convertible in connection with specified corporate events

Key Terms

beneficial ownership, shared voting power, Vroom Automotive Preferred Units, limited liability company agreement, +1 more

5 terms

beneficial ownership financial

"aggregate amount beneficially owned by each reporting person"

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.

shared voting power financial

"Shared Voting Power 3,982,846.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Vroom Automotive Preferred Units financial

"issued Vroom Automotive Preferred Units to SPE HOLDINGS 2026-1"

limited liability company agreement technical

"amended and restated its limited liability company agreement"

A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.

Senior Secured Delayed Draw Convertible Notes financial

"remaining approximately $6.5 million in Senior Secured Delayed Draw Convertible Notes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many VRM shares do the reporting persons report owning?

Mudrick Capital Management, L.P., Mudrick Capital Management, LLC and Jason Mudrick each report shared voting and dispositive power over 3,982,846 Vroom common shares, stated as 76.1% of the class. The percentage is based on 5,234,356 shares outstanding as of August 3, 2026.

What did Mudrick Capital Management agree to vote on for VRM?

Mudrick Capital Management, L.P. agreed to vote, or cause to be voted, all Vroom common shares it beneficially owns in favor of proposals relating to redemption of the Vroom Automotive Preferred Units held by SPE Holdings 2026-1, in accordance with the Vroom Automotive limited liability company agreement.

When do Vroom's Senior Secured Delayed Draw Convertible Notes become convertible?

Certain reporting persons acquired the remaining approximately $6.5 million in Senior Secured Delayed Draw Convertible Notes from Vroom on August 13, 2026. The notes become convertible on April 1, 2032, and in connection with specified corporate events.

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

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Available on EDGAR 10/01/2026 - 05:54 PM Accepted by SEC EDGAR 10/01/2026 - 05:54 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Vroom, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

92918V307

(CUSIP Number)

Jason Mudrick
Mudrick Capital Management, L.P., 31 West 52nd St., 16th Floor
New York, NY, 10019
646 747-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,982,846.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,982,846.00

11

Aggregate amount beneficially owned by each reporting person

3,982,846.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,982,846 shares of common stock ("Common Stock") of Vroom, Inc. (the "Issuer") directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,982,846.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,982,846.00

11

Aggregate amount beneficially owned by each reporting person

3,982,846.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,982,846 shares of Common Stock of the Issuer directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Jason Mudrick

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,982,846.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,982,846.00

11

Aggregate amount beneficially owned by each reporting person

3,982,846.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,982,846 shares of Common Stock of the Issuer directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Fund Global, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,058,822.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,058,822.00

11

Aggregate amount beneficially owned by each reporting person

1,058,822.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,058,822.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,058,822.00

11

Aggregate amount beneficially owned by each reporting person

1,058,822.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Fund Global, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 729,536.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 729,536.00

11

Aggregate amount beneficially owned by each reporting person

729,536.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 68,082.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 68,082.00

11

Aggregate amount beneficially owned by each reporting person

68,082.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 797,618.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 797,618.00

11

Aggregate amount beneficially owned by each reporting person

797,618.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund III, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,002.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,002.00

11

Aggregate amount beneficially owned by each reporting person

45,002.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund III GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,002.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,002.00

11

Aggregate amount beneficially owned by each reporting person

45,002.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Drawdown Fund III, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 201,805.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 201,805.00

11

Aggregate amount beneficially owned by each reporting person

201,805.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 201,805.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 201,805.00

11

Aggregate amount beneficially owned by each reporting person

201,805.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity SIF Master Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 182,936.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 182,936.00

11

Aggregate amount beneficially owned by each reporting person

182,936.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity SIF GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 182,936.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 182,936.00

11

Aggregate amount beneficially owned by each reporting person

182,936.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity SIF Master Fund, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001
(b)	Name of Issuer: Vroom, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4700 Mercantile Dr., Fort Worth, TEXAS , 76137.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D originally filed by the Reporting Persons on January 22, 2025 and Amendment No. 3 on Schedule 13D ("Amendment No. 3") filed by the Reporting Persons on June 3, 2026, and relates to the common stock, par value $0.001 per share ("Common Stock"), of Vroom, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D and Amendment No. 3. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 4 shall have the meaning assigned to such term in the Schedule 13D.
Item 4.	Purpose of Transaction
	This Item 4 of the Schedule 13D is amended and supplemented as follows: As disclosed by the Issuer in the Current Report on Form 8-K filed with the Commission on September 30, 2026, Vroom Automotive, LLC, a subsidiary of the Issuer ("Vroom Automotive"), amended and restated its limited liability company agreement (the "Vroom Automotive LLCA") and issued Vroom Automotive Preferred Units (as defined in the Form 8-K) to SPE HOLDINGS 2026-1, a Delaware statutory trust ("SPE Holdings"). In connection with the issuance of the Vroom Automotive Preferred Units, the Issuer, Vroom Automotive and SPE Holdings entered into a letter agreement with Mudrick Capital Management, L.P. ("MCM"), which amended and restated the letter agreement previously entered into among the Issuer, Vroom Automotive, SPE Holdings and MCM, dated as of January 16, 2026, and pursuant to which MCM agreed to vote (or cause to be voted) all shares of Common Stock beneficially owned by MCM in favor of any proposal to be voted upon at a meeting of the Issuer's stockholders or in writing relating to the redemption of the Vroom Automotive Preferred Units held by SPE Holdings in accordance with the terms of the Vroom Automotive LLCA. The description of the letter agreement is qualified in its entirety by reference to the full text of the agreement, which is attached to this Amendment No. 4 as Exhibit 1. On August 13, 2026, certain of the Reporting Persons acquired from the Issuer the remaining approximately $6.5 million in Senior Secured Delayed Draw Convertible Notes pursuant to the Exchange Agreement disclosed in Amendment No. 3, which notes become convertible on April 1, 2032, and in connection with certain specified corporate events.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: The responses set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5. By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b)	Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: The responses set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5. By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except as set forth herein, the Reporting Persons have not effected any transactions in the Common Stock of the Issuer during the past 60 days.
(d)	Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows: Under certain circumstances, partners, members or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities owned by such Reporting Person.
(e)	Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows: Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The description of the letter agreement included in Item 4 of this Amendment No. 4 is incorporated by reference herein. The description of the letter agreement is qualified in its entirety by reference to the full text of the agreement, which is attached to this Amendment No. 4 as Exhibit 1.
Item 7.	Material to be Filed as Exhibits.
	1. Letter Agreement among Vroom Automotive, LLC, Vroom, Inc., SPE HOLDINGS 2026-1, and Mudrick Capital Management, L.P. (filed herewith). 2. Joint Filing Agreement, dated as of January 22, 2025, by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 of the original Schedule 13D).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mudrick Capital Management, L.P.

Signature:	By: Mudrick Capital Management, LLC, its general partner /s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Capital Management, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick
Date:	10/01/2026

Jason Mudrick

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick
Date:	10/01/2026

Mudrick Distressed Opportunity Fund Global, L.P.

Signature:	By: Mudrick GP, LLC, its general partner /s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner /s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner /s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity Drawdown Fund III, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund III GP, LLC, its general partner /s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity Drawdown Fund III GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

Signature:	By: Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, its general partner /s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity SIF Master Fund, L.P.

Signature:	By: Mudrick Distressed Opportunity SIF GP, LLC, its general partner /s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026

Mudrick Distressed Opportunity SIF GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	10/01/2026