Vroom Inc
For the period ended Dec 31, 2023. Filed Mar 13, 2024.
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FY2023 · Filed Mar 13, 2024
VRM$6.97+3.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Financial Statements: The Consolidated Financial Statements of Vroom are set forth in Part II, Item 8 of this Annual Report on Form 10-K.
Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K.
Exhibits: The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
INDEX TO EXHIBITS
| Exhibit Number · Exhibit Description · Form · File No. · Exhibit · FilingDate · Filed Herewith · FurnishedHerewith | |||||
|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of October 11, 2021, by and among Vroom, Inc., Vroom Finance Corporation, Unitas Holdings Corp. and Fortis Advisors LLC, solely in its capacity as the equityholders' representative | 8-K | 001-39315 | 2.1 | October 12, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of Vroom, Inc. | 10-Q | 001-39315 | 3.1 | August 13, 2020 |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Vroom, Inc., dated February 13, 2024. | 8-K | 001-39315 | 3.1 | February 14, 2024 |
| 3.3 | Amended and Restated Bylaws of Vroom, Inc. | 10-Q | 001-39315 | 3.2 | August 13, 2020 |
| 4.1 | Specimen Stock Certificate evidencing the shares of common stock | S-1/A | 333-238482 | 4.1 | June 1, 2020 |
| 4.2 | Indenture, dated as of June 18, 2021, between Vroom, Inc. and U.S. Bank National Association, as trustee | 8-K | 001-39315 | 4.1 | June 21, 2021 |
| 4.3 | Form of Global Note representing the 0.750% Convertible Senior Notes due 2026 (included in Exhibit 4.2) | 8-K | 001-39315 | 4.2 | June 21, 2021 |
| 4.4 | Eighth Amended and Restated Investors’ Rights Agreement, dated as of November 21, 2019, by and among Vroom, Inc. and certain holders of its capital stock | S-1/A | 333-238482 | 4.2 | May 18, 2020 |
| 4.5 | Description of Registrant’s Securities | 10-K | 001-39315 | 4.3 | March 3, 2021 |
| 10.1† | Second Amended & Restated 2014 Equity Incentive Plan, as amended | S-1/A | 333-238482 | 10.1 | May 18, 2020 |
| 10.2† | First Amendment to the Second Amended and Restated Vroom, Inc. 2014 Equity Incentive Award Plan | 10-Q | 001-39315 | 10.3 | August 13, 2020 |
| 10.3† | Second Amendment to the Second Amended and Restated Vroom, Inc. 2014 Equity Incentive Award Plan | 10-Q | 001-39315 | 10.4 | August 13, 2020 |
| 10.4† | Form of Stock Option Agreement pursuant to the Second Amended and Restated 2014 Equity Incentive Award Plan | 10-K | 001-39315 | 10.4 | March 3, 2021 |
| 10.5† | Form of Restricted Stock Unit Agreement pursuant to the Second Amended and Restated 2014 Equity Incentive Award Plan | 10-K | 001-39315 | 10.5 | March 3, 2021 |
| 10.6† | 2019 Short Term Incentive Plan | S-1/A | 333-238482 | 10.2 | May 18, 2020 |
| 10.7† | 2020 Incentive Award Plan | S-1/A | 333-238482 | 10.3 | June 1, 2020 |
| 10.8† | Form of Restricted Stock Unit Agreement pursuant to the 2020 Incentive Award Plan | 10-Q | 001-39315 | 10.2 | August 13, 2020 |
| 10.9† | Form of Stock Option Grant Notice and Stock Option Agreement pursuant to the 2020 Incentive Award Plan | 10-Q | 001-39315 | 10.4 | August 8, 2022 |
| 10.10† | 2022 Inducement Award Plan | S-8 | 333-265233 | 99.1 | May 26, 2022 |
| 10.11† | Form of Restricted Stock Unit Agreement pursuant to the 2022 Inducement Award Plan | S-8 | 333-265233 | 99.2 | May 26, 2022 |
| 10.12† | Form of Stock Option Agreement pursuant to the 2022 Inducement Award Plan | S-8 | 333-265233 | 99.3 | May 26, 2022 |
| 10.13† | Amended and Restated Non-Employee Director Compensation Policy | 10-Q | 001-39315 | 10.9 | August 8, 2022 |
| 10.14† | Form of Indemnification Agreement | S-1/A | 333-238482 | 10.5 | June 1, 2020 |
| 10.15† · Amended and Restated Executive Severance Plan, as amended and restated · X | ||||||
|---|---|---|---|---|---|---|
| 10.16# | Amended and Restated Inventory Financing and Security Agreement, dated November 4, 2022 by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc. | 10-Q | 001-39315 | 10.1 | November 7, 2022 | |
| 10.17 | First Amendment to Amended and Restated Inventory Financing and Security Agreement, dated August 1, 2023, by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc. | 10-Q | 001-39315 | 10.1 | August 8, 2023 | |
| 10.18 | Second Amendment to Amended and Restated Inventory Financing and Security Agreement, dated January 19, 2024, by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc. | X | ||||
| 10.19† | Agreement of Termination of Amended and Restated Inventory Financing and Security Agreement and Credit Balance Agreement, dated March 12, 2024 by and among Ally Bank, Ally Financial Inc., Vroom Automotive, LLC and Vroom, Inc. | X | ||||
| 10.20† | Employment Offer Letter, dated December 29, 2018, by and between Vroom, Inc. and Patricia Moran | S-1/A | 333-248655 | 10.18 | September 8, 2020 | |
| 10.21† | Employment Offer Letter, dated November 3, 2016, by and between Vroom, Inc. and Carol Denise Stott | S-1/A | 333-248655 | 10.19 | September 8, 2020 | |
| 10.22† | Letter Agreement, dated as of September 13, 2021, by and between Robert Krakowiak and Vroom, Inc. | 8-K | 001-39315 | 10.1 | September 13, 2021 | |
| 10.23† | Amended Offer Letter, dated as of May 20, 2022, by and between Robert R. Krakowiak and Vroom, Inc. | 8-K | 001-39315 | 10.2 | May 26, 2022 | |
| 10.24† | Letter Agreement, dated as of December 15, 2021, by and between Thomas Shortt and Vroom, Inc. | 8-K | 001-39315 | 10.1 | December 17, 2021 | |
| 10.25† · Letter Agreement dated as of March 11, 2024, by and between Thomas Shortt and Vroom, Inc. · X | ||||||
|---|---|---|---|---|---|---|
| 10.26† · Letter Agreement dated as of March 11, 2024, by and between Robert Ronald Krakowiak and Vroom, Inc. · X | ||||||
| 10.27† · Letter Agreement dated as of March 11, 2024, by and between Patricia Moran and Vroom, Inc. · X | ||||||
| 10.28† | Employment Letter, dated as of May 9, 2022, by and between Thomas Shortt and Vroom, Inc. | 8-K | 001-39315 | 10.1 | May 9, 2022 | |
| 10.29† | Nominee and Indemnity Agreement, dated September 1, 2020, by and among Catterton Management Company, L.L.C. as investment manager of CGP2 Lone Star, L.P., Michael Farello and Vroom, Inc. | S-1/A | 333-248655 | 10.21 | September 8, 2020 | |
| 10.30† | Assignment of Contracts, dated July 29, 2021, by and between CGP2 Lone Star, LP as assignor and Catterton Growth Partners II, L.P., Catterton Growth Partners II Offshore, L.P., L Catterton Growth Partners III, L.P. and L Catterton Growth Partners Offshore III, L.P. as assignees, of the Nominee and Indemnity Agreements, dated September 1, 2020, of Scott Dahnke and Michael Farello | 10-Q | 001-39315 | 10.1 | August 11, 2021 | |
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |
| 97.1† | Policy for Recovery of Erroneously Awarded Compensation | X | |
| 101.INS | Inline XBRL Instance Document | X | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X |
† Indicates a management contract or compensatory plan or arrangement.
Certain portions of this exhibit (indicated by "[***]") have been omitted pursuant to Regulation S-K, Item (601)(b)(10).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.