SEC Filing | Vroom, Inc.

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 14, 2025

VROOM, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-39315	90-1112566
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4700 Mercantile Dr.

Fort Worth, TX 76137

(Address of principal executive offices) (Zip Code)

(518) 535-9125

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	VRM	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2025, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On May 14, 2025, the Company posted a corporate slide presentation with financial results for the quarter ended March 31, 2025 on its investor relations website, https://ir.vroom.com/news-events/events-and-presentations. The presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and will accompany management’s comments.

The information contained in Item 2.02, including Exhibit 99.1 hereto, and in Item 7.01, including Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits relating to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:


Exhibit No.		Description

99.1		Press Release dated May 14, 2025.
99.2		Earnings Presentation for the Quarter Ended March 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	VROOM, INC.

Date: May 14, 2025	By:	/s/ Tom Shortt
		Tom Shortt
		Chief Executive Officer

EX-99.1

Exhibit 99.1

Vroom Announces First Quarter 2025 Results

Vroom Completes Recapitalization

Positions the Company for Long-Term Growth

NEW YORK – May 14, 2025 – Vroom, Inc. (Nasdaq:VRM) today announced financial results for the first quarter ended March 31, 2025.

HIGHLIGHTS OF FIRST QUARTER 2025

•

$66.9 million consolidated total available liquidity(1) as of March 31, 2025

$14.6 million cash and cash equivalents as of March 31, 2025

$27.3 million of liquidity available to UACC under the warehouse credit facilities

$25.0 million of available liquidity from line of credit secured in March 2025 by residual certificates, further strengthening our liquidity position to execute our long-term strategy

•

$(6.5) million net income (loss) from continuing operations for the period from January 15, 2025, to March 31, 2025, and net income (loss) from continuing operations of $45.1 million for the period January 1, 2025 to January 15, 2025

•

$(6.7) million Adjusted net income (loss)(2) for the Combined(4) three months ended March 31, 2025

•

Completed recapitalization of unsecured convertible senior notes on January 14, 2025, resulting in no long-term debt at Vroom, Inc, and strengthening our balance sheet

•

Stockholders' equity was $158.6 million as of March 31, 2025 and tangible book value(3) was $144.8 million as of March 31, 2025

•

Extended $400.0 million of warehouse agreements with two lenders, in negotiations to extend additional capacity in second quarter 2025

•

Closed UACC’s 17th securitization transaction on March 12, 2025; issuing $324.0 million of fixed-rate asset-backed notes


(1)	Total available liquidity is a non-GAAP measure and represents $14.6 unrestricted cash and cash equivalents, as well as $27.3 availability from warehouse credit facilities and $25.0 availability from line of credit secured by residual certificates.
(2)	Adjusted net income (loss) is a non-GAAP measure. For definitions and a reconciliation to the most comparable GAAP measure, please see Non-GAAP Financial Measures section below.
(3)	Tangible book value is a non-GAAP measure and represents total stockholders' equity of $158.6 million, excluding intangible assets of $13.8 million as of March 31, 2025.
(4)	The combined results (referenced as “Non-GAAP Combined” or “Combined”) for the three months ended March 31, 2025 represent the sum of the reported amounts for the Predecessor period from January 1, 2025 through January 14, 2025, and the Successor period from January 15, 2025, through March 31, 2025, as described below.

Tom Shortt, Chief Executive Officer of Vroom, said, “In the first quarter of 2025, our net loss and Adjusted net loss decreased sequentially, as well as year over year, driven by continued progress in loan portfolio performance at UACC.”

Jon Sandison, UACC’s Chief Financial Officer, commented, “We succeeded in executing UACC's 17th securitization transaction, and we've extended $400 million of warehouse capacity since year end 2024. We further strengthened our liquidity position by establishing a $25 million line of credit backed by residual interests, and ended the quarter with total available liquidity(1) of approximately $67 million."

Fresh Start Accounting

As a result of emerging from a voluntary proceeding (the “Prepackaged Chapter 11 Case”) under Chapter 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended from time to time, on January 14, 2025, (the "Effective Date") and qualifying for the application of fresh-start accounting, at the Effective Date, Vroom’s assets and liabilities were recorded at their estimated fair values which, in some cases, are significantly different than amounts included in our financial statements prior to the Effective Date. Accordingly, our condensed consolidated financial statements after the Effective Date are not comparable with our condensed consolidated financial statements on or before that date. References to “Successor” relate to our financial position and results of operations after the Effective Date. References to “Predecessor” refer to our financial position and results of operations on or before the Effective Date.

The combined results (referenced as “Non-GAAP Combined” or “Combined”) for the three months ended March 31, 2025, represent the sum of the reported amounts for the Predecessor period from January 1, 2025, through January 14, 2025, and the Successor period from January 15, 2025, through March 31, 2025. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from the Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined three months ended March 31, 2025, (prepared on a Non-GAAP basis) and three months ended March 31, 2024, (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the reorganization transactions and the impact of fresh start accounting.

FIRST QUARTER 2025 FINANCIAL DISCUSSION

All financial comparisons are on a year-over-year basis unless otherwise noted. The following financial information is unaudited.


	Successor			Predecessor				Non-GAAP Combined			Predecessor			Non-GAAP
	Period from January 15 through March 31,			Period from January 1 through January 14,				Three Months Ended March 31,			Three Months Ended March 31,
	2025			2025				2025			2024			$ Change
							(in thousands)
Interest income	$	37,157		$	7,183			$	44,340		$	51,077		$	(6,737	)

Interest expense:
Warehouse credit facility		4,618			1,017				5,635			9,471			(3,836	)
Securitization debt		6,548			1,178				7,726			4,869			2,857
Total interest expense		11,166			2,195				13,361			14,340			(979	)
Net interest income		25,991			4,988				30,979			36,737			(5,758	)

Realized and unrealized losses, net of recoveries		11,100			6,792				17,892			30,819			(12,927	)
Net interest income (loss) after losses and recoveries		14,891			(1,804	)			13,087			5,918			7,169

Noninterest income:
Servicing income		1,254			192				1,446			2,019			(573	)
Warranties and GAP income (loss), net		4,079			307				4,386			(9,642	)		14,028
CarStory revenue		2,392			432				2,824			2,979			(155	)
Other income		2,481			113				2,594			2,784			(190	)
Total noninterest income (loss)		10,206			1,044				11,250			(1,860	)		13,110

Expenses:
Compensation and benefits		16,067			2,823				18,890			24,110			(5,220	)
Professional fees		5,347			297				5,644			3,343			2,301
Software and IT costs		2,402			457				2,859			4,622			(1,763	)
Depreciation and amortization		575			1,057				1,632			7,626			(5,994	)
Interest expense on corporate debt		480			176				656			1,391			(735	)
Impairment charges		4,156			—				4,156			2,752			1,404
Other expenses		2,370			371				2,741			4,454			(1,713	)
Total expenses		31,397			5,181				36,578			48,298			(11,720	)

Loss from continuing operations before reorganization items and provision for income taxes		(6,300	)		(5,941	)			(12,241	)		(44,240	)		31,999
Reorganization items, net		—			51,036				51,036			—			51,036
Income (loss) from continuing operations before provision for income taxes		(6,300	)		45,095				38,795			(44,240	)		83,035
Provision for income taxes from continuing operations		150			5				155			436			(281	)
Net income (loss) from continuing operations	$	(6,450	)	$	45,090			$	38,640		$	(44,676	)	$	83,316
Net income (loss) from discontinued operations	$	99		$	(4	)		$	95		$	(22,941	)	$	23,036
Net income (loss)	$	(6,351	)	$	45,086			$	38,735		$	(67,617	)	$	106,352

Results by Segment

UACC


	Successor			Predecessor			Non-GAAP Combined			Predecessor			Non-GAAP			Non-GAAP
	Period from January 15 through March 31,			Period from January 1 through January 14,			Three Months Ended March 31,			Three Months Ended March 31,
	2025			2025			2025			2024			Change			% Change
							(in thousands)
Interest income	$	37,157		$	7,254		$	44,411		$	51,541		$	(7,130	)		(13.8	)%

Interest expense:
Warehouse credit facility		4,618			1,017			5,635			9,471			(3,836	)		(40.5	)%
Securitization debt		6,548			1,178			7,726			4,869			2,857			58.7	%
Total interest expense		11,166			2,195			13,361			14,340			(979	)		(6.8	)%
Net interest income		25,991			5,059			31,050			37,201			(6,151	)		(16.5	)%

Realized and unrealized losses, net of recoveries		12,691			7,647			20,338			27,761			(7,423	)		(26.7	)%
Net interest income (loss) after losses and recoveries		13,300			(2,588	)		10,712			9,439			1,273			13.5	%

Noninterest income:
Servicing income		1,254			192			1,446			2,019			(573	)		(28.4	)%
Warranties and GAP income, net		3,571			390			3,961			1,610			2,351			146.0	%
Other income		2,235			66			2,301			2,470			(169	)		(6.8	)%
Total noninterest income		7,060			648			7,708			6,099			1,609			26.4	%

Expenses:
Compensation and benefits		13,694			2,398			16,092			18,788			(2,696	)		(14.3	)%
Professional fees		3,069			172			3,241			876			2,365			270.0	%
Software and IT costs		2,086			367			2,453			3,097			(644	)		(20.8	)%
Depreciation and amortization		479			817			1,296			6,021			(4,725	)		(78.5	)%
Interest expense on corporate debt		480			85			565			471			94			20.0	%
Impairment charges		3,479			—			3,479			2,752			727			26.4	%
Other expenses		1,670			262			1,932			2,523			(591	)		(23.4	)%
Total expenses		24,957			4,101			29,058			34,529			(5,471	)		(15.8	)%

Provision for income taxes from continuing operations		39			—			39			436			(397	)		(91.1	)%

Adjusted net income (loss)	$	(834	)	$	(5,910	)	$	(6,744	)	$	(16,506	)	$	9,762			59.1	%

Stock compensation expense	$	302		$	127		$	429		$	168			261			155.8	%
Severance	$	21		$	4		$	25		$	—			25			100.0	%

CarStory


	Successor			Predecessor			Non-GAAP Combined		Predecessor			Non-GAAP			Non-GAAP
	Period from January 15 through March 31,			Period from January 1 through January 14,			Three Months Ended March 31,		Three Months Ended March 31,
	2025			2025			2025		2024			Change			% Change
							(in thousands)
Noninterest income:
CarStory revenue	$	2,392		$	432		$	2,824	$	2,979		$	(155	)		(5.2	)%
Other income		62			13			75		173			(98	)		(56.6	)%
Total noninterest income		2,454			445			2,899		3,152			(253	)		(8.0	)%

Expenses:
Compensation and benefits		1,360			326			1,686		2,214			(528	)		(23.8	)%
Professional fees		—			13			13		122			(109	)		(89.3	)%
Software and IT costs		—			2			2		167			(165	)		(98.8	)%
Depreciation and amortization		96			240			336		1,605			(1,269	)		(79.1	)%
Other expenses		138			20			158		118			40			33.9	%
Total expenses		1,594			601			2,195		4,226			(2,031	)		(48.1	)%

Provision for income taxes from continuing operations		16			5			21		39			(18	)		(46.2	)%

Adjusted net income (loss)	$	839		$	(153	)	$	686	$	(913	)	$	1,599			175.1	%

Stock compensation expense	$	(5	)	$	8		$	3	$	200			(197	)		(98.5	)%

Corporate


	Successor			Predecessor			Non-GAAP Combined			Predecessor			Non-GAAP			Non-GAAP
	Period from January 15 through March 31,			Period from January 1 through January 14,			Three Months Ended March 31,			Three Months Ended March 31,
	2025			2025			2025			2024			Change			% Change
							(in thousands)
Interest income	$	—		$	(71	)	$	(71	)	$	(464	)	$	393			84.7	%

Realized and unrealized losses, net of recoveries		(1,591	)		(855	)		(2,446	)		3,058			(5,504	)		(180.0	)%
Net interest income (loss) after losses and recoveries		1,591			784			2,375			(3,521	)		5,896			170.0	%

Noninterest income:
Warranties and GAP income (loss), net		508			(83	)		425			(11,252	)		11,677			103.8	%
Other income		184			34			218			141			77			54.3	%
Total noninterest income		692			(49	)		643			(11,111	)		11,754			105.8	%

Expenses:
Compensation and benefits		1,013			99			1,112			3,109			(1,997	)		(64.2	)%
Professional fees		2,278			112			2,390			2,345			45			1.9	%
Software and IT costs		316			88			404			1,358			(954	)		(70.3	)%
Interest expense on corporate debt		—			91			91			920			(829	)		(90.1	)%
Impairment charges		677			—			677			—			677			100.0	%
Other expenses		562			89			651			1,813			(1,162	)		(64.1	)%
Total expenses		4,846			479			5,325			9,544			(4,219	)		(44.2	)%

Provision for income taxes from continuing operations		95			—			95			(38	)		133			350.0	%

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance: Adjusted net income (loss) and tangible book value. Adjusted net income (loss) is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted net income (loss) facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes.

Adjusted net income (loss) has limitations as an analytical tool because it does not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP. Additionally, it may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for those comparative purposes. Because of these limitations, this non-GAAP financial measure should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with U.S. GAAP. We have reconciled this non-GAAP financial measure with the most directly comparable U.S. GAAP financial measure below.

Tangible book value is calculated as stockholders' equity in accordance with U.S. GAAP, after subtracting intangible assets. A reconciliation of stockholders' equity to tangible book value is included above.

Non-GAAP Combined Three Months Ended March 31, 2025

Our financial results for the periods from January 1, 2025 through January 14, 2025 and the three months ended March 31, 2024 are referred to as those of the “Predecessor” period. Our financial results for the period from January 15, 2025 through March 31, 2025 are referred to as those of the “Successor” period. Our results of operations as reported in our Condensed Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report our results for the period from January 1, 2025 through January 14, 2025 and the period from January 15, 2025 through March 31, 2025 separately, management views our operating results for the three months ended March 31, 2025 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods. We believe we cannot adequately benchmark the operating results of the period from January 15, 2025 through March 31, 2025 against any of the previous periods reported in our Condensed Consolidated Financial Statements without combining it with the period from January 1, 2025 through January 14, 2025 and does not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding our overall operating performance. Management believes that the key performance metrics for the Successor period when combined with the Predecessor period provide more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our Condensed Consolidated Financial Statements in accordance with GAAP, the tables and discussion below also present the combined results for the three months ended March 31, 2025. The combined results for the three months ended March 31, 2025 represent the sum of the reported amounts for the Predecessor period from January 1, 2025 through January 14, 2025 and the Successor period from January 15, 2025 through March 31, 2025. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined three months ended March 31, 2025 (prepared on a Non-GAAP basis) and three months ended March 31, 2024 (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the Reorganization transactions and the impact of fresh start accounting.

Adjusted net income (loss)

We calculate Adjusted net income (loss) as net income (loss) from continuing operations adjusted for stock compensation expense, severance expense, bankruptcy costs (which represent professional fees incurred related to the bankruptcy prior to filing of the petition and post-emergence), reorganization items, net (which relate to certain charges incurred during the bankruptcy proceedings, such as legal and professional fees incurred directly as a result of the bankruptcy proceeding, the write-off of deferred financing costs and discount on debt subject to compromise and other related charges), operating lease right-of-use assets impairment and long-lived asset impairment charges.

The following table presents a reconciliation of Adjusted net income (loss) to net income (loss) from continuing operations, which is the most directly comparable U.S. GAAP measure (in thousands):


	Successor			Predecessor			Non-GAAP Combined			Predecessor
	Period from January 15 through March 31,			Period from January 1 through January 14,			Three Months Ended March 31,			Three Months Ended March 31,
	2025			2025			2025			2024
Net income (loss) from continuing operations	$	(6,450	)	$	45,090		$	38,640		$	(44,676	)
Adjusted to exclude the following:
Stock compensation expense		491			144			635			1,324
Severance expense		21			4			25			—
Bankruptcy costs (post-emergence)		913			—			913			—
Reorganization items, net		—			(51,036	)		(51,036	)		—
Impairment charges		4,156			—			4,156			2,752
Adjusted net loss	$	(869	)	$	(5,798	)	$	(6,667	)	$	(40,600	)

Financial Outlook

For the full year 2025 we expect the following results:

•

Adjusted net income (loss)(2)(5)(6): ($30) - ($45) million

•

Year end total available liquidity(1)(6): $35 - $50 million

•

Indirect origination volume(6)(7): $460 - $490 million


(5)	Adjusted net income (loss) for the full year 2025 includes Non-GAAP Combined adjusted net loss for the three months ended March 31, 2025. See footnote (4) above.
(6)	A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for the full year 2025 Financial Outlook is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, the costs and expenses that may be incurred in the future. We have provided a reconciliation of GAAP to non-GAAP financial measures for historical periods in the reconciliation table in the Non-GAAP Financial Measures above.
(7)	Represents retail installment sale contracts originated through third-party dealers.

The foregoing estimates are forward-looking statements that reflect the Company’s expectations as of May 14, 2025 and are subject to substantial uncertainty. See “Forward-Looking Statements” below.

About Vroom (Nasdaq: VRM)

Vroom owns and operates United Auto Credit Corporation (UACC), a leading indirect automotive lender serving the independent and franchise dealer market nationwide, and CarStory, a leader in AI-powered analytics and digital services for automotive retail. Prior to January 2024, Vroom also operated an end-to-end ecommerce platform to buy and sell used vehicles. Pursuant to its previously announced Value Maximization Plan, Vroom discontinued its ecommerce operations and used vehicle dealership business.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our full year 2025 guidance, the restructuring, including its impact and intended benefits, our strategic initiatives and long-term strategy, cost-savings and their expected benefits, our expectations regarding UACC's business our available liquidity under the warehouse credit facilities and extensions of these facilities, future results of operations and financial position, including origination income, adjusted net income (loss) and our total available liquidity, and the timing of any of the foregoing. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this press release, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.

Investor Relations:

Vroom

Jon Sandison

investors@vroom.com

VROOM, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


	Successor			Predecessor
	As of March 31,			As of December 31,
	2025			2024
ASSETS
Cash and cash equivalents	$	14,565		$	29,343
Restricted cash (including restricted cash of consolidated VIEs of $52.1 million and $48.1 million, respectively)		53,003			49,026
Finance receivables at fair value (including finance receivables of consolidated VIEs of $810.4 million and $467.3 million, respectively)		858,200			503,848
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $0.0 and $310.0 million, respectively)		—			318,192
Interest receivable (including interest receivables of consolidated VIEs of $11.7 million and $13.3 million, respectively)		12,788			14,067
Property and equipment, net		2,501			4,064
Intangible assets, net		13,796			104,869
Operating lease right-of-use assets		6,605			6,872
Other assets (including other assets of consolidated VIEs of $9.4 million and $10.8 million, respectively)		28,490			35,472
Assets from discontinued operations		8			943
Total assets	$	989,956		$	1,066,696
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Warehouse credit facilities of consolidated VIEs	$	114,187		$	359,912
Long-term debt (including securitization debt of consolidated VIEs of $613.9 million at fair value as of March 31, 2025 and $210.7 million at amortized cost and $142.6 million at fair value as of December 31, 2024)		655,430			381,366
Operating lease liabilities		10,198			11,065
Other liabilities (including other liabilities of consolidated VIEs of $16.4 million and $13.8 million, respectively)		48,544			49,699
Liabilities subject to compromise (Note 6)		—			291,577
Liabilities from discontinued operations		2,970			4,022
Total liabilities		831,329			1,097,641
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit) :
Common stock, $0.001 par value; 250,000,000 shares authorized as of March 31, 2025 and 500,000,000 shares authorized as of December 31, 2024; 5,163,109 and 1,822,532 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		5			2
Additional paid-in-capital		164,973			2,094,889
Accumulated deficit		(6,351	)		(2,125,836	)
Total stockholders’ equity (deficit)		158,627			(30,945	)
Total liabilities and stockholders’ equity (deficit)	$	989,956		$	1,066,696

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Successor			Predecessor
	Period from January 15 through March 31,			Period from January 1 through January 14,			Three Months Ended March 31,
	2025			2025			2024
Interest income	$	37,157		$	7,183		$	51,077

Interest expense:
Warehouse credit facility		4,618			1,017			9,471
Securitization debt		6,548			1,178			4,869
Total interest expense		11,166			2,195			14,340
Net interest income		25,991			4,988			36,737

Realized and unrealized losses, net of recoveries		11,100			6,792			30,819
Net interest income (loss) after losses and recoveries		14,891			(1,804	)		5,918

Noninterest income:
Servicing income		1,254			192			2,019
Warranties and GAP income (loss), net		4,079			307			(9,642	)
CarStory revenue		2,392			432			2,979
Other income		2,481			113			2,784
Total noninterest income (loss)		10,206			1,044			(1,860	)

Expenses:
Compensation and benefits		16,067			2,823			24,110
Professional fees		5,347			297			3,343
Software and IT costs		2,402			457			4,622
Depreciation and amortization		575			1,057			7,626
Interest expense on corporate debt		480			176			1,391
Impairment charges		4,156			—			2,752
Other expenses		2,370			371			4,454
Total expenses		31,397			5,181			48,298

Loss from continuing operations before reorganization items and provision for income taxes		(6,300	)		(5,941	)		(44,240	)
Reorganization items, net		—			51,036			—
Income (loss) from continuing operations before provision for income taxes		(6,300	)		45,095			(44,240	)
Provision for income taxes from continuing operations		150			5			436
Net income (loss) from continuing operations	$	(6,450	)	$	45,090		$	(44,676	)
Net income (loss) from discontinued operations	$	99		$	(4	)	$	(22,941	)
Net income (loss)	$	(6,351	)	$	45,086		$	(67,617	)

VROOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (continued)

(in thousands, except share and per share amounts)

(unaudited)


Net income (loss) per share attributable to common stockholders, basic:
Continuing operations		(1.25	)		24.74			(24.90	)
Discontinued operations		0.02			(0.00	)		(12.79	)
Basic	$	(1.23	)	$	24.74		$	(37.68	)
Net income (loss) per share attributable to common stockholders, diluted:
Continuing operations		(1.25	)		23.89			(24.90	)
Discontinued operations		0.02			(0.00	)		(12.79	)
Diluted	$	(1.23	)	$	23.89		$	(37.68	)
Weighted-average number of shares outstanding used to compute net income (loss) per share attributable to common stockholders:
Basic		5,163,109			1,822,541			1,794,303
Diluted		5,163,109			1,887,371			1,794,303

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Successor			Predecessor
	Period from January 15 through March 31,			Period from January 1 through January 14,			Three Months Ended March 31,
	2025			2025			2024
Operating activities
Net (loss) income from continuing operations	$	(6,450	)	$	45,090		$	(44,676	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Impairment charges		4,156			—			2,752
Profit share receivable		(274	)		—			9,642
Depreciation and amortization		575			1,057			7,626
Losses on finance receivables and securitization debt, net		17,575			4,762			35,323
Losses on Warranties and GAP		1,780			407			2,175
Stock-based compensation expense		491			144			1,324
Provision to record finance receivables held for sale at lower of cost or fair value		—			—			306
Amortization of unearned discounts on finance receivables at fair value		—			(416	)		(4,792	)
Non-cash reorganization items, net		—			(51,741	)		—
Other, net		(652	)		193			(1,078	)
Changes in operating assets and liabilities:
Finance receivables, held for sale
Originations of finance receivables, held for sale		—			(14,337	)		(130,404	)
Principal payments received on finance receivables, held for sale		—			6,481			40,387
Other		—			169			404
Interest receivable		1,443			(164	)		342
Other assets		(3,301	)		5,178			4,991
Other liabilities		1,946			(2,627	)		635
Net cash provided by (used in) operating activities from continuing operations		17,289			(5,804	)		(75,043	)
Net cash (used in) provided by operating activities from discontinued operations		(452	)		(207	)		98,167
Net cash provided by (used in) operating activities		16,837			(6,011	)		23,124
Investing activities
Finance receivables, held for investment at fair value
Purchases of finance receivables, held for investment at fair value		(120,528	)		—			—
Principal payments received on finance receivables, held for investment at fair value		73,217			2,985			35,195
Principal payments received on beneficial interests		446			147			773
Purchase of property and equipment		(1,469	)		(151	)		(644	)
Net cash (used in) provided by investing activities from continuing operations		(48,334	)		2,981			35,324
Net cash provided by investing activities from discontinued operations		637			—			5,747
Net cash (used in) provided by investing activities		(47,697	)		2,981			41,071
Financing activities
Proceeds from borrowings under secured financing agreements		307,780			—			—
Principal repayment under secured financing agreements		(34,281	)		(16,676	)		(73,647	)
Proceeds from financing of beneficial interests in securitizations		16,223			—			—
Principal repayments of financing of beneficial interests in securitizations		(2,045	)		(1,028	)		(2,651	)
Proceeds from warehouse credit facilities		88,500			11,900			125,100
Repayments of warehouse credit facilities		(338,031	)		(8,094	)		(30,092	)
Other financing activities		(1,159	)		—			(40	)
Net cash provided by (used in) financing activities from continuing operations		36,987			(13,898	)		18,670
Net cash used in financing activities from discontinued operations		—			—			(151,178	)
Net cash provided by (used in) financing activities		36,987			(13,898	)		(132,508	)
Net increase (decrease) in cash, cash equivalents and restricted cash		6,127			(16,928	)		(68,313	)
Cash, cash equivalents and restricted cash at the beginning of period		61,441			78,369			208,819
Cash, cash equivalents and restricted cash at the end of period	$	67,568		$	61,441		$	140,506

VROOM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)


Supplemental disclosure of cash flow information:
Cash paid for interest	$	9,221	$	4,534	$	13,497
Cash paid for reorganization items, net	$	—	$	1,705	$	—
Cash paid for income taxes	$	137	$	—	$	—

First quarter 2025 earnings may 2025

disclaimer Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our full year 2025 guidance, the impact of the restructuring on our balance sheet, our strategic initiatives, cost-savings and reduction in operating expenses and their expected benefits, our expectations regarding UACC's business, including with respect to originations and the impact of credit tightening and securitization transactions, our available liquidity under the warehouse credit facilities and extensions of these facilities, and the timing of any of the foregoing. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this presentation, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this presentation. We undertake no obligation to update forward-looking statements to reflect future events or circumstances. Industry and Market Information To the extent this presentation includes information concerning the industry and the markets in which the Company operates, including general observations, expectations, market position, market opportunity and market size, such information is based on management's knowledge and experience in the markets in which we operate, including publicly available information from independent industry analysts and publications, as well as the Company’s own estimates. Our estimates are based on third-party sources, as well as internal research, which the Company believes to be reasonable, but which are inherently uncertain and imprecise. Accordingly, you are cautioned not to place undue reliance on such market and industry information. Financial Presentation and Use of Non-GAAP Financial Measures Certain monetary amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Certain other amounts that appear in this presentation may not sum due to rounding. This presentation contains certain supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are in addition to, and not a substitute or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. We have reconciled all non-GAAP financial measures with the most directly comparable U.S. GAAP financial measures in the Appendix to this presentation. Non-GAAP Combined Three Months Ended March 31, 2025 Our financial results for the periods from January 1, 2025 through January 14, 2025 and the three months ended March 31, 2024 are referred to as those of the “Predecessor” period. Our financial results for the period from January 15, 2025 through March 31, 2025 are referred to as those of the “Successor” period. Our results of operations as reported in our Condensed Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report our results for the period from January 1, 2025 through January 14, 2025 and the period from January 15, 2025 through March 31, 2025 separately, management views our operating results for the three months ended March 31, 2025 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods. We believe we cannot adequately benchmark the operating results of the period from January 15, 2025 through March 31, 2025 against any of the previous periods reported in our Condensed Consolidated Financial Statements without combining it with the period from January 1, 2025 through January 14, 2025 and do not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding our overall operating performance. Management believes that the key performance metrics for the Successor period when combined with the Predecessor period provide more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our Condensed Consolidated Financial Statements in accordance with GAAP, the tables and discussion below also present the combined results for the three months ended March 31, 2025. The combined results for the three months ended March 31, 2025 represent the sum of the reported amounts for the Predecessor period from January 1, 2025 through January 14, 2025 and the Successor period from January 15, 2025 through March 31, 2025. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from Prepackaged Chapter 11 Case and are not necessarily indicative of future results. Accordingly, the results for the combined three months ended March 31, 2025 (prepared on a Non-GAAP basis) and three months ended March 31, 2024 (prepared on a GAAP basis) may not be comparable, particularly for statement of operations line items significantly impacted by the Reorganization transactions and the impact of fresh start accounting.

Vroom assets Automotive eCommerce Platform eCommerce used vehicle platform Predictive price and P&L models Consumer and B2B Inventory acquisition Consumer shopping solution Self-service checkout Consumer transaction hub deal status, pending action items, delivery and registration tracking Delivery and logistics solution with integrated tools for seamless driveway experiences Patent-pending titling, registration and document platform Proprietary document processing pipeline for automated contracting Payment integrations for credit card, ACH, debit and wire transfer payments Internal sales-enablement platform to guide sales and support agents on financing terms and approval probabilities Vroom overview United auto credit business Financing and Loan Servicing Acquired by Vroom in 2022 Non-prime lending expertise Successful capital markets experience 9,500+ independent dealer network $1B+ gross serviced portfolio $436M in indirect loan origination in 2024 External finance and management portal for dealers Consumer payment integrations and auto-pay functionality Integrated with largest dealer management platform credit applications Automatic pricing programs for both independent and franchise dealerships 3rd generation proprietary pricing engine powered by big data models with machine learning 100+ nationwide sales team with strong dealer relationships Carstory business Industry Leading Data, AI and Technology Acquired by Vroom in 2021 18+ years of automotive vehicle history Extensive patent portfolio, including 31 issued or allowed and 8 pending patents Website conversion expertise Data science and analytics AI and ML models for vehicle pricing, similarity and imaging processing Major financial institution customers, dealers and retail auto service providers Vehicle acquisition and pricing product suite for dealers Consumer mobile apps with full-featured marketplace and augmented reality shopping experience

3 Key Objectives Operational update $66.9M of total available liquidity, improved ttm adjusted net income loss by $53 million year over year first quarter 2024 fourth quarter 2024 first quarter 2025 Gross serviced portfolio $1,016 million $1,016 million $1,021 million indirect Origination Volume(4) $130 million $91 million $151 million Adjusted net income (loss)(3) ($41) million ($26) million ($7) million(2) (1) Total available liquidity is a non-GAAP measure and represents $14.6 unrestricted cash and cash equivalents, as well as $27.3 availability from warehouse credit facilities and $25.0 availability from line of credit secured by residual certificates. (2) Represents non-GAAP combined results for the three months ended March 31, 2025. For a reconciliation to the most comparable GAAP measure, please see the appendix. (3) Adjusted net income (loss) is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (4) Represents retail installment sale contracts originated through third-party dealers. (5) Adjusted net income (loss) for the TTM first quarter 2024 and TTM first quarter 2025 is a non-GAAP measure, and TTM first quarter 2025 includes non-GAAP combined results for the three months ended March 31, 2025. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (6) FY2025 guidance includes non-GAAP combined results for the three months ended March 31, 2025. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures for 2025 guidance is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, these costs and expenses that may be incurred in the future. q1 2025 Highlights liquidity and warehouse availability $66.9M total available liquidity(1) $14.6M cash and cash equivalents $27.3M of excess liquidity available to UACC under the warehouse credit facilities (receivables that could be pledged to draw cash from warehouse lines) $25.0M of available liquidity from line of credit secured by residual certificates $800M UACC total warehouse capacity $114M outstanding borrowings, $686M remaining capacity performance highlights $38.7M net income from continuing operations(2) ($6.7M) adjusted net loss from continuing operations(2)(3), in line with previous expectations for quarterly cadence of earnings in 2025 Includes $1.6M of depreciation and amortization Transitioning performance metric to adjusted net income (loss) due to immaterial amounts of net interest, tax and depreciation and amortization post recapitalization performance highlights Slight increase of gross serviced portfolio year over year, driven by indirect origination volume growth, partially offset by amortization of Vroom portfolio ~16% indirect origination volume(4) growth compared to the same period last year Continued progress on reducing operating expenses while driving efficiency improvements throughout the organization Favorable mark to market on portfolio driven by strong execution on 25-1 securitization, improving capital structure and spreads from 24-1 securitization Recapitalization and debt facilities Completed recapitalization of its unsecured convertible senior notes on January 14, 2025, emerging without any long-term debt at Vroom, Inc., strengthening our balance sheet Extended $400M of warehouse agreements with two lenders, in negotiations to extend additional capacity in second quarter 2025 Closed UACC’s 17th securitization transaction on March 12, 2025; issuing $324M of fixed-rate asset-backed notes Established $25M line of credit in March 2025, further strengthening our liquidity position to execute our long-term strategy Ttm First quarter 2024 Ttm First quarter 2025 Change Period over period Indirect Origination Volume(4) $436 million $457 million +$21 million +5% Adjusted net income (loss)(3)(5) ($134) million ($81) million(2) +$53 million(2) Trailing 12 month Highlights Full year 2025 guidance Full year 2025 Indirect Origination Volume(4) $460 - $490 million Adjusted net income (loss)(3)(5)(6) ($30) - ($45) million Year end Total available liquidity (1)(6) $35 - $50 million

Performance and liquidity bridge (1) Adjusted net income (loss) is a non-GAAP measure. For a definition and reconciliation to the most comparable GAAP measure, please see the appendix. (2) Represents non-GAAP combined results for the three months ended March 31, 2025. For a reconciliation to the most comparable GAAP measure, please see the appendix. (3) Total available liquidity is a non-GAAP measure and represents $14.6 unrestricted cash and cash equivalents, as well as $27.3 availability from warehouse credit facilities and $25.0 availability from line of credit secured by residual certificates. Net interest income Interest income net of warehouse and securitization interest expense Realized and unrealized losses, net of recovery $6M mark to market net benefit in Q1-2025, driven by structural and cost of funds improvements on 2025-1 securitization Operating expenses Compensation and benefits, professional fees, software and IT costs, interest expense on corporate debt and other operating expenses Noninterest income Primarily driven by increase in warranty and GAP income Restructuring expenses Legal and vendor expenses related to recapitalization Change in warehouse liquidity Net change in excess liquidity on warehouse lines UACC cash collections offset by operating expenses, new origination funding and change in receivable eligibility Line of credit $25M line of credit established, secured by interest in securitization residuals other Includes net impact of valuation adjustments, timing of GAAP vs. cash, and other non-cash items in adjusted net income (loss)(1) (3) (3) (1) (1)(2) $ amounts in millions Total available liquidity(2) Adjusted net income (loss)(1) (1)

Portfolio performance In late 2022 and early 2023, we implemented changes to our credit program, tightening credit, which has returned our delinquencies and expected portfolio performance on those vintages to pre-pandemic levels Originations from mid-2021 to mid-2022 generally are concentrated in securitizations in which we sold residual certificates, reducing the credit risk to uacc earnings November 2024 multivariate loss projection negatively impacted by higher delinquencies in March 2025 than prior years, driven by lower utilization of extensions and extended timeframe of tax refund disbursement than prior years Continued progress on portfolio performance improvement initiatives (1) Cumulative net loss is the aggregate realized loss (net of recoveries) over a portfolio’s lifetime. (2) This metric, including the ratios, is based on management's proprietary assumptions and formulas and is subject to change from time to time as management continues to evaluate the business. (1) (Orange) Multivariate 12 Month CNL Model correlates to (Gray) Actual 12 Month CNL correlates to (Yellow) Actual 48 Month CNL 12 Month CNL 48 Month CNL (2)

Appendix vroom

Reconciliation of non-gaap financial measures Adjusted net income (loss) Adjusted net income (loss) is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted net loss facilitates internal comparisons of our historical operating performance on a more consistent basis, management uses this measure for business planning purposes. We calculate Adjusted net income (loss) as net income (loss) from continuing operations adjusted to exclude stock compensation expense, severance expense for continuing operations, bankruptcy costs (post-emergence), reorganization items (net), gain on extinguishment of debt and impairment charges. The following table presents a reconciliation of adjusted net income (loss) to net income (loss) from continuing operations, which is the most directly comparable U.S. GAAP measure: Non-GAAP combined three months ended March 31, 2025 Our financial results for the periods from January 1, 2025 through January 14, 2025 and the three months ended March 31, 2024 are referred to as those of the “Predecessor” period. Our financial results for the period from January 15, 2025 through March 31, 2025 are referred to as those of the “Successor” period. We present the combined results of operations because our Management believes our operating results for the three months ended March 31, 2025 for the combined periods of the applicable Predecessor and Successor periods provides the most meaningful comparison of our results to prior periods. The following table presents a reconciliation of net income (loss) for the combined periods to the Predecessor and Successor periods: