Vroom, Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 26, 2026
VRM$6.97+3.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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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 |
| 2.2 | Prepackaged Plan of Reorganization for Vroom, Inc. Under Chapter 11 of the Bankruptcy Code | 8-K | 001-39315 | 2.1 | January 15, 2025 |
| 3.1 | Certificate of Change of Registered Agent and/or Registered Office | 10-K | 001-39315 | 3.1 | March 11, 2025 |
| 3.2 | Restated Certificate of Incorporation of Vroom, Inc. | 10-K | 001-39315 | 3.2 | March 11, 2025 |
| 3.3 | Amended and Restated Bylaws of Vroom, Inc. | 8-K | 001-39315 | 3.2 | January 15, 2025 |
| 4.1 | 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 |
| 4.2 | Description of Registrant's Securities | 10-K | 001-39315 | 4.2 | March 11, 2025 |
| 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† | Amended and Restated 2020 Incentive Award Plan | 10-K | 001-39315 | 10.7 | March 11, 2025 |
| 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 | 10-K | 001-39315 | 10.15 | March 11, 2025 |
| 10.16† | 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. | 10-K | 001-39315 | 10.19 | March 13, 2024 |
| 10.17† | 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 |
|---|---|---|---|---|---|
| 10.18† | 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 |
| 10.19† | 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 |
| 10.20† | Letter Agreement dated as of March 11, 2024, by and between Thomas Shortt and Vroom, Inc. | 10-K | 001-39315 | 10.25 | March 13, 2024 |
| 10.21† | Letter Agreement dated as of March 11, 2024, by and between Robert Ronald Krakowiak and Vroom, Inc. | 10-K | 001-39315 | 10.26 | March 13, 2024 |
| 10.22† | Letter Agreement dated as of March 11, 2024, by and between Patricia Moran and Vroom, Inc. | 10-K | 001-39315 | 10.27 | March 13, 2024 |
| 10.23† | 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 |
| 10.24† | Separation Agreement, dated as of May 7, 2024, by and between Robert R. Krakowiak and Vroom, Inc. | 10-Q | 001-39315 | 10.1 | August 8, 2024 |
| 10.25† | Employment Letter, dated as of May 7, 2024, by and between Agnieszka Zakowicz and Vroom, Inc. | 10-Q | 001-39315 | 10.3 | August 8, 2024 |
| 10.26† | Employment Letter, dated as of July 23, 2024, between Anna-Lisa Corrales and Vroom, Inc. | 10-Q | 001-39315 | 10.5 | August 8, 2024 |
| 10.27† | 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 |
| 10.28† | 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 | 10-Q | 001-39315 | 10.1 | August 11, 2021 |
| 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 | |||||
|---|---|---|---|---|---|
| 10.29 | Restructuring Support Agreement, dated November 12, 2024 | 10-Q | 001-39315 | 10.1 | November 12, 2024 |
| 10.30 | Warrant Agreement, dated as of January 14, 2025, between Vroom, Inc. and Equiniti Trust Company, LLC | 8-K | 001-39315 | 10.1 | January 15, 2025 |
| 10.31 | Board Observer Agreement by and between Vroom, Inc. and Jason Mudrick, dated February 18, 2025 | 10-K | 001-39315 | 10.35 | March 11, 2025 |
| 10.32# | Warehouse Agreement, dated as of November 19, 2013, by and among UACC Auto Financing Trust IV, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, the agent parties thereto, and JPMorgan Chase Bank, N.A. as administrative agent, as amended through March 8, 2025 | 10-K | 001-39315 | 10.36 | March 11, 2025 |
| 10.33# | Amended and Restated Warehouse Agreement, dated as of July 16, 2013, by and among UACC Auto Financing Trust III, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, the agent parties thereto, and Wells Fargo Bank, National Association as administrative agent, as amended through November 30, 2023 | 10-Q | 001-39315 | 10.2 | May 10, 2024 |
| 10.34# | Amended and Restated Warehouse Agreement, dated as of March 29, 2021, by and among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, and Capital One, N.A. as administrative agent, as amended through August 31, 2023 | 10-Q | 001-39315 | 10.3 | May 10, 2024 |
| 10.35# | Warehouse Agreement, dated as of November 18, 2022, by and among VFS Near Prime Trust I, as borrower, United Auto Credit Corporation, as servicer and custodian, a paying agent, the lender parties thereto, and Fifth Third Bank, National Association, as administrative agent, as amended through October 20, 2023 | 10-Q | 001-39315 | 10.4 | May 10, 2024 |
| 10.36 | Loan and Security Agreement, dated as of March 7, 2025, by and among Vroom, Inc., as borrower, Darkwater Funding, LLC, as borrower, United Auto Credit Corporation, as borrower, Mudrick Capital Management, L.P., as administrative agent, and the lender parties hereto, entered into on March 8, 2025 | 10-K | 001-39315 | 10.40 | March 11, 2025 |
| 10.37 | Amendment No. 1 to the Loan and Security Agreement by and among Vroom, Inc., Darkwater Funding, LLC, United Auto Credit Corporation, Mudrick Capital Management, L.P., and the lender parties hereto, dated October 9, 2025 | 8-K | 001-39315 | 10.1 | October 10, 2025 |
| 10.38# | Indenture, dated as of February 28, 2025, by and between United Auto Credit Securitization Trust 2025-1 and Computershare Trust Company, N.A. | 10-Q | 001-39315 | 10.9 | May 14, 2025 |
| 10.39# | Amended and Restated Trust Agreement by and among United Auto Financing LLC, as depositor, Computershare Trust Company, N.A., as certificate registrar and certificate paying agent, and Computershare Delaware Trust Company, as owner trustee, dated as of February 28, 2025 | 10-Q | 001-39315 | 10.10 | May 14, 2025 |
| 10.40 | Custodian Agreement by and between United Auto Credit Corporation, as custodian, and Computershare Trust Company, N.A., as indenture trustee, dated as of February 28, 2025 | 10-Q | 001-39315 | 10.11 | May 14, 2025 |
| 10.41# | Sale and Servicing Agreement by and among United Auto Credit Securitization Trust 2025-1, as | 10-Q | 001-39315 | 10.12 | May 14, 2025 |
| issuer, United Auto Credit Financing, LLC, as depositor, United Auto Credit Corporation, as servicer, and Computershare Trust Company, N.A, as backup servicer and indenture trustee, dated as of February 28, 2025 | |||||
|---|---|---|---|---|---|
| 10.42† | Letter Agreement, dated as of May 12, 2025, by and between Jonathan Sandison and Vroom, Inc. | 10-Q | 001-39315 | 10.13 | May 14, 2025 |
| 10.43† | Separation Agreement, dated as of May 15, 2025, between Agnieszka Zakowicz and Vroom, Inc. | 10-Q | 001-39315 | 10.8 | August 7, 2025 |
| 10.44# | Warehouse Agreement, dated as of November 18, 2022, by and among VFS Near Prime Trust I, as borrower, United Auto Credit Corporation, as servicer and custodian, a paying agent, the lender parties thereto, and Fifth Third, National Association, as administrative agent, as amended on March 28, 2025 | 10-Q | 001-39315 | 10.6 | May 14, 2025 |
| 10.45 | Amended and Restated Warehouse Agreement, dated as of July 11, 2019, by and among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, and an administrative agent, as amended on August 29, 2025 | 10-Q | 001-39315 | 10.1 | November 10, 2025 |
| 10.46 | Amendment to Amended and Restated Warehouse Agreement, dated as of July 11, 2019, by and among UACC Auto Financing Trust V, as borrower, United Auto Credit Corporation, as servicer and custodian, a backup servicer and account bank, the lender parties thereto, and an administrative agent, as amended on October 9, 2025 | 10-Q | 001-39315 | 10.2 | November 10, 2025 |
| 10.47† | Letter Agreement, dated as of March 19, 2025, by and between Thomas Shortt and Vroom, Inc. | S-1/A | 333-286032 | 10.25 | March 26, 2025 |
| 10.48 | Purchase Agreement by and between United Auto Credit Financing LLC, as purchaser, and United Auto Credit Corporation, as seller, dated as of February 28, 2025 | 10-Q | 001-39315 | 10.8 | May 14, 2025 | |
| 10.49# | Preferred Unit Purchase Agreement, dated as of January 16, 2026 by and among the Company, Vroom Automotive LLC and SPE Holdings 2026-1 | 8-K | 001-39315 | 10.1 | January 21, 2026 | |
| 10.50# | Second Amended and Restated Limited Liability Company Agreement of Vroom Automotive LLC, dated as of January 16, 2026 | 8-K | 001-39315 | 10.2 | January 21, 2026 | |
| 10.51† | Note Purchase Agreement, dated August 29, 2025, by and among the Company and the Purchasers | X | ||||
| 10.52† | Note Purchase Agreement, dated as of November 25, 2025, by and among Vroom, Inc., and Robert J. Mylod, Jr. | X | ||||
| 10.53# | Custodian Agreement by and between United Auto Credit Corporation, as custodian, and an indenture trustee, dated as of January 31, 2026 | X | ||||
| 10.54# | Indenture, dated as of January 31, 2026, by and between United Auto Credit Securitization Trust 2026-1 and the Indenture Trustee | X | ||||
| 10.55# | Purchase Agreement by and between United Auto Credit Financing LLC, as purchaser and United Auto Credit Corporation as seller, dated as of January 31, 2026 | X | ||||
| 10.56# | Amended and Restated Trust Agreement by and among United Auto Financing LLC, as depositor, a certificate registrar and certificate paying agent, and an owner trustee, dated as of January 31, 2026 | X | ||||
| 10.57# | Sale and Servicing Agreement by and between United Auto Credit | X | ||||
| Corporation, as custodian and an indenture trustee, dated as of January 31, 2026 | |||||||
|---|---|---|---|---|---|---|---|
| 10.58 · Revised Form of Restricted Stock Unit Purchase Agreement pursuant to the Amended 2020 Incentive Award Plan · X | |||||||
| 19.1 | Vroom Inc. Insider Trading Compliance Policy | 10-K | 001-39315 | 3.2 | March 11, 2025 | ||
| 21.1 | Subsidiaries of the Registrant | X | |||||
| 23.1 | Consent of RSM US 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 | 10-K | 001-39315 | 97.1 | March 13, 2024 | ||
| 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.