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Vroom, Inc. (VRMWW) SEC Filings, Mar-Jun 2026

VRMWW OTC
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Mudrick Capital and affiliated funds report continued control of Vroom, Inc., beneficially owning 3,967,251 common shares, or 76.2% of the company, based on 5,207,627 shares outstanding as of May 12, 2026. The Amendment No. 3 notes there has been no change in the number of shares they own since the prior amendment; the percentage shifted only because Vroom’s total shares outstanding changed.

The filing also describes an Exchange and Subscription Agreement under which Mudrick Capital Management, L.P. agreed to acquire up to $22 million of Senior Secured Delayed Draw Convertible Notes due 2032. Of this, $8.0 million in notes were issued on May 14, 2026 by exchanging an existing delayed draw term loan, and another $7.5 million of notes were funded on May 29, 2026, leaving $6.5 million of remaining commitments. The notes pay 5.0% annual interest, payable quarterly, and are convertible on and after April 1, 2032 or upon certain corporate events at a conversion price equal to 120% of a reference price, with Vroom able to settle conversions in stock, cash, or a mix.

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Vroom, Inc. reported that investment entities affiliated with Mudrick Capital Management acquired senior secured delayed draw convertible notes that are convertible into its common stock. One note tranche, acquired on May 14, 2026, is convertible into 584,800 shares at a conversion price of $13.68 per share. A second tranche, dated May 29, 2026, is convertible into 517,515 shares at a conversion price of $14.47 per share, with both series currently showing zero exercised shares. The notes are issued under an Exchange and Subscription Agreement dated May 14, 2026 and are scheduled to be exercisable starting April 1, 2032 and to expire June 30, 2032. The Mudrick reporting persons collectively may be deemed to beneficially own these positions through multiple funds and accounts, while formally disclaiming beneficial ownership beyond their pecuniary interest.

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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.

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Vroom, Inc. reported amendments to two warehouse credit facilities used by its United Auto Credit Corporation subsidiaries. For Warehouse Credit Facility One, Amendment No. 28 extends the Commitment Termination Date from June 2, 2026 to July 2, 2026, with all other material terms unchanged.

For Warehouse Credit Facility Two, Amendment No. 10 is effective as of March 31, 2026 and changes several terms. It reduces the advance rate on certain receivables, lowers the Minimum Tangible Net Worth covenant, adds undrawn committed availability under the Senior Secured Delayed Draw Convertible Note due 2032 to Available Liquidity, and updates the undrawn availability under the Mudrick Capital Facility, while keeping other material terms the same.

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Vroom, Inc. has filed a registration statement to sell up to $6,000,000 of its common stock pursuant to an Equity Distribution Agreement with Virtu Americas LLC dated May 15, 2026. Shares will be sold as “at the market offerings” from time to time; the Manager may act as sales agent or principal and is entitled to up to 2.5% commission.

The prospectus states the offering proceeds may be used for general corporate purposes, including working capital to support UACC and CarStory. As of May 12, 2026, there were 5,207,627 shares outstanding, and on May 12, 2026 the last reported sale price was $11.37 per share. The aggregate market value of common equity held by non-affiliates was stated as approximately $21,230,250 as of May 13, 2026.

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Vroom, Inc. reported that its Chief Legal Officer, Chief Compliance Officer and Secretary, Anna-Lisa Christina Corrales, sold 35 shares of common stock on May 8, 2026 at a weighted average price of $12.2022 per share. According to the footnotes, these shares were sold solely to satisfy tax withholding obligations related to vesting equity awards, rather than as a discretionary sale. After this small transaction, she directly holds 31,029 shares of Vroom common stock.

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Filing
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Vroom, Inc. is asking stockholders to vote at its virtual 2026 annual meeting on electing seven directors for one-year terms, ratifying RSM US LLP as auditor for 2026, and approving on an advisory basis 2025 compensation for named executive officers.

The proxy describes Vroom’s post-restructuring focus on its UACC auto finance and CarStory analytics businesses, a majority-independent board with an Independent Executive Chair, and fully independent key committees. It highlights anti‑hedging and clawback policies, an insider trading policy, and board oversight of risk, succession, and ESG matters.

Compensation for senior leaders in 2025 combined base salary with at‑risk equity incentives. CEO Thomas Shortt had a $775,000 base salary, a 150% bonus target but no 2025 bonus, and received large RSU and option grants that vest over several years and can accelerate on certain terminations or a qualifying change in control.

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Vroom, Inc. files its annual report detailing a major restructuring and a new, narrower business focus. The company emerged from a Prepackaged Chapter 11 Case in January 2025, discharging about $290 million of unsecured convertible notes and cancelling all prior equity, then issuing 5,163,109 new common shares and 364,516 warrants.

Vroom has exited its ecommerce used-vehicle marketplace and now centers on two businesses: UACC, a non-prime and near-prime auto lender with about 76,000 contracts and $950 million in receivables as of December 31, 2025, and CarStory, an AI-driven automotive data and pricing platform. UACC relies on warehouse credit facilities and securitizations and is experiencing rising credit losses.

The report highlights tight liquidity—cash of $10.4 million and restricted cash of $55.9 million at year-end 2025—ongoing net losses, and heavy dependence on maintaining funding lines and Nasdaq listing. A four-part Long-Term Strategic Plan emphasizes advanced analytics in lending, dealer-focused sales and marketing, and digital-first servicing to return UACC to profitability.

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Vroom, Inc. reported significantly improved 2025 results after emerging from a prepackaged Chapter 11 process and applying fresh-start accounting. For the Non-GAAP combined year, net loss from continuing operations was about $9 million, while adjusted net loss narrowed to $49.2 million, a $66 million year-over-year improvement.

Stockholders’ equity was $116.6 million as of December 31, 2025, with tangible book value of $104.2 million. Total available liquidity was $48.7 million, including $10.4 million of cash and cash equivalents, $11.3 million of warehouse credit facility availability and $27.0 million from a delayed draw facility.

Vroom highlighted its UACC and CarStory businesses and noted $481 million of indirect loan origination in 2025. For 2026, it projects indirect origination volume of $475–$515 million and an adjusted net loss between $(20) million and $(25) million, indicating a path toward further loss reduction but not yet profitability.

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Vroom, Inc. chief legal officer and corporate secretary Anna-Lisa Christina Corrales reported a small sale of 18 shares of common stock on March 20, 2026 at a weighted average price of $12.0657 per share. According to the disclosure, these shares were sold solely to satisfy tax withholding obligations related to the vesting of equity awards, rather than as a discretionary open-market trade. After this transaction, Corrales directly holds 31,064 shares of Vroom common stock. The shares were sold in multiple trades at prices ranging from $11.08 to $12.31 per share.

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FAQ

How many Vroom (VRMWW) SEC filings are available on StockTitan?

StockTitan tracks 46 SEC filings for Vroom (VRMWW), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Vroom (VRMWW)?

The most recent SEC filing for Vroom (VRMWW) was filed on June 4, 2026.