UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION 8-K

~~Washington,~~CURRENT ~~D.C. 20549~~ REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): August 29, 2025

~~Pursuant~~VROOM, ~~to Section 13 or 15(d)~~INC.

of(Exact ~~the~~name ~~Securities~~of ~~Exchange~~Registrant ~~Act~~as ofSpecified ~~1934~~in Its Charter)

Date of report (Date of earliest event reported): August 7, 2025


Delaware	001-39315	90-1112566
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4700 Mercantile Dr.
Fort Worth, Texas		76137
(Address of Principal Executive Offices)		(Zip Code)

~~VROOM~~Registrant’s Telephone Number, ~~INC.~~Including Area Code: (518) 535-9125

(~~Exact~~Former ~~name~~Name ofor ~~registrant~~Former asAddress, ~~specified~~if inChanged ~~its~~Since ~~charter)~~Last Report)

Delaware		001-39315		90-1112566
(State or other jurisdictionof incorporation or organization)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

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:

~~4700~~☐Written ~~Mercantile~~communications ~~Dr.~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Fort~~☐Soliciting ~~Worth,~~material TXpursuant ~~76137~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Address~~☐Pre-commencement ofcommunications ~~principal~~pursuant ~~executive~~to ~~offices~~Rule 14d-2(b) under the Exchange Act (~~Zip~~17 ~~Code)~~CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(~~518~~c) ~~535-9125~~under the Exchange Act (17 CFR 240.13e-4(c))

~~(Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~include~~to ~~area~~Section ~~code~~12(b) of the Act:

N/A


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	VRM	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 (~~Former~~§ 230.405 ~~Name~~of this chapter) or ~~Former~~Rule ~~Address,~~12b-2 ifof ~~Changed~~the ~~Since~~Securities ~~Last~~Exchange ~~Report~~Act of 1934 (§ 240.12b-2 of this chapter).

~~Check~~Emerging ~~the~~growth ~~appropriate~~company ~~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:~~ ☐

☐If ~~Written~~an ~~communications~~emerging ~~pursuant~~growth tocompany, ~~Rule~~indicate ~~425~~by ~~under~~check mark if the ~~Securities~~registrant ~~Act~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(17a) ~~CFR~~of ~~230~~the Exchange Act.~~425)~~ ☐

☐Item Soliciting1.01 materialEntry pursuantinto toa RuleMaterial 14a-12Definitive under the Exchange Act (17 CFR 240Agreement.14a-12)

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

☐On ~~Pre-commencement~~August ~~communications~~29, ~~pursuant~~2025, toVroom, ~~Rule~~Inc. ~~13e-4~~(cthe “Company”) ~~under~~entered ~~the~~into ~~Exchange~~a ~~Act~~Note Purchase Agreement (17the ~~CFR~~“Purchase ~~240~~Agreement”) with Annox Capital, LLC and Robert J.~~13e-4~~ Mylod, Jr. (ctogether, the “Purchasers”)), in support of the Company’s long-term business strategy. Mr. Mylod is the Managing Partner of Annox Capital, LLC and the Independent Executive Chair of the board of directors of the Company.

~~Securities~~The ~~registered~~Purchase ~~pursuant~~Agreement toprovides ~~Section~~for 12the issuance and sale (bthe “Private Placement”) by the Company of $5,000,000 of the ~~Act:~~Company’s 5.000% Convertible Notes due 2030 (the “Notes”) to each Purchaser, for an aggregate principal amount of $10,000,000 of the Notes. The Notes are immediately convertible at the Purchasers’ discretion into shares of the Company’s common stock, $0.001 par value, at a price per share of $35 (the “Conversion Shares”).

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

Item 3.02 Unregistered Sales of Equity Securities.

~~Indicate~~To the extent required by ~~check~~Item ~~mark~~3.02 ~~whether~~of Form 8-K, the ~~registrant~~information isregarding anthe ~~emerging~~Private ~~growth~~Placement ~~company~~set asforth ~~defined~~under Item 1.01 of this Form 8-K is incorporated by reference in ~~Rule~~this ~~405~~Item 3.02. The offer and sale of the Notes and the Conversion Shares underlying the Notes have not been registered under the Securities Act of 1933, as amended (~~§230~~the “Securities Act”).~~405~~ ofThe ~~this~~Company ~~chapter)~~issued orthe ~~Rule~~securities ~~12b-~~in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities ~~Exchange~~ Act and Rule 506 of ~~1934~~Regulation ~~(§240~~D promulgated thereunder.~~12b-2~~ ofThe ~~this~~Company ~~chapter~~relied on these exemptions from registration based in part on the representations made by the Purchasers, including the representations with respect to the Purchasers’ status as accredited investors, as such term is defined in Rule 501(a). of the Securities Act, and the Purchasers’ investment intent.

EmergingItem growth9.01 companyFinancial ☐Statements and Exhibits.

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(ad) ~~of the Exchange Act. ☐~~ Exhibits

Item 2.02. Results of Operations and Financial Condition.


Exhibit No.		Description
10.1		Note Purchase Agreement, dated August 29, 2025, by and among the Company and the Purchasers.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

On August 7, 2025, Vroom, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. SIGNATURES

~~Item~~Pursuant ~~7.01.~~to ~~Regulation~~the FDrequirements ~~Disclosure~~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.

On August 7, 2025, the Company posted a corporate slide presentation with financial results for the quarter ended June 30, 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.


			VROOM, INC.

Date:	August 29, 2025	By:	/s/ Jonathan Sandison
			Jonathan Sandison Chief Financial Officer

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 August 7, 2025.
99.2		Earnings Presentation for the Quarter Ended June 30, 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: August 7, 2025	By:	/s/ Tom Shortt
		Tom Shortt
		Chief Executive Officer

Filing Compare · Vroom, Inc.