[SCHEDULE 13D/A] Vroom, Inc. Amended Major Shareholder Report

Rhea-AI Filing Summary

Mudrick Capital and affiliates report a controlling-size stake in Vroom, Inc. common stock. The group of reporting persons, including Mudrick Capital Management, L.P., Mudrick Capital Management, LLC, various Mudrick Distressed Opportunity funds, and Jason Mudrick, together report beneficial ownership of 3,967,251 shares of Vroom common stock, representing 76.3% of the class based on 5,199,620 shares outstanding as of November 6, 2025.

The shares are held across multiple Mudrick-managed funds and related general partner entities, all reporting shared voting and dispositive power and no sole power. The amendment also notes a letter agreement under which Mudrick Capital Management, L.P. agreed to vote all Vroom shares it beneficially owns in favor of any stockholder proposal related to redemption of Vroom Automotive Preferred Units held by SPE HOLDINGS 2026-1, in line with Vroom Automotive LLC’s amended and restated limited liability company agreement.

Insights

Equity ownership and governance analyst

Mudrick-affiliated entities now report 76.3% beneficial ownership of Vroom with a voting agreement tied to preferred unit redemptions.

The disclosure shows Mudrick Capital Management, L.P., its related entities, and Jason Mudrick collectively beneficially owning 3,967,251 shares of Vroom common stock, or 76.3% of the class, based on 5,199,620 shares outstanding as of November 6, 2025. Voting and dispositive power are reported as shared, with no sole power, across a web of Mudrick-managed funds and their general partners.

An additional element is the letter agreement among Vroom, its subsidiary Vroom Automotive LLC, SPE HOLDINGS 2026-1, and Mudrick Capital Management, L.P. Under this agreement, Mudrick Capital Management, L.P. agreed to vote, or cause to be voted, all Vroom common shares it beneficially owns in favor of any stockholder proposal related to redemption of Vroom Automotive Preferred Units held by SPE Holdings, as described in the Vroom Automotive LLC agreement. This ties a large beneficial owner’s voting to a specific capital structure feature, and future company disclosures about those preferred units and any redemption actions will frame how this commitment interacts with broader shareholder interests.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Vroom, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

92918V307

(CUSIP Number)

Jason Mudrick
527 Madison Ave, 6th Floor,
New York, NY, 10022
646 747-9500

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

01/16/2026

(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).

SCHEDULE 13D

CUSIP No. 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 3,967,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,967,251.00

11

Aggregate amount beneficially owned by each reporting person

3,967,251.00

12

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

13

Percent of class represented by amount in Row (11)

76.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,967,251 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 3,967,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,967,251.00

11

Aggregate amount beneficially owned by each reporting person

3,967,251.00

12

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

13

Percent of class represented by amount in Row (11)

76.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,967,251 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 3,967,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,967,251.00

11

Aggregate amount beneficially owned by each reporting person

3,967,251.00

12

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

13

Percent of class represented by amount in Row (11)

76.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,967,251 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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)

20.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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)

20.4 %

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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 725,385.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 725,385.00

11

Aggregate amount beneficially owned by each reporting person

725,385.00

12

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

13

Percent of class represented by amount in Row (11)

14.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 67,695.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 67,695.00

11

Aggregate amount beneficially owned by each reporting person

67,695.00

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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 793,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 793,080.00

11

Aggregate amount beneficially owned by each reporting person

793,080.00

12

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

13

Percent of class represented by amount in Row (11)

15.3 %

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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 44,746.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 44,746.00

11

Aggregate amount beneficially owned by each reporting person

44,746.00

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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 44,746.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 44,746.00

11

Aggregate amount beneficially owned by each reporting person

44,746.00

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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 200,657.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 200,657.00

11

Aggregate amount beneficially owned by each reporting person

200,657.00

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:

Row 13 is based on 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 200,657.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 200,657.00

11

Aggregate amount beneficially owned by each reporting person

200,657.00

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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

SCHEDULE 13D

CUSIP No. 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025.

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. 2 ("Amendment No. 2") amends the statement on Schedule 13D originally filed by the Reporting Persons on January 22, 2025, and relates to the common stock, par value $0.0001 per share ("Common Stock"), of Vroom, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 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: The information set forth in Item 6 of this Amendment No. 2 is incorporated by reference into this Item 4.
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: As disclosed by the Issuer on January 21, 2026 in a Form 8-K filed with the Commission, on January 16, 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 therein) 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") 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 Vroom 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. 2 as Exhibit 1.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Letter Agreement between Vroom, Inc. and Mudrick Capital Management, L.P. (filed herewith)

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:	01/21/2026

Mudrick Capital Management, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	01/21/2026

Jason Mudrick

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	01/21/2026

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:	01/21/2026

Mudrick GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	01/21/2026

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:	01/21/2026

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:	01/21/2026

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	01/21/2026

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:	01/21/2026

Mudrick Distressed Opportunity Drawdown Fund III GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	01/21/2026

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:	01/21/2026

Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	01/21/2026

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:	01/21/2026

Mudrick Distressed Opportunity SIF GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	01/21/2026