Vroom, Inc. 8-K

What Happened

• Vroom, Inc. filed an 8-K (dated Jan 21, 2026) disclosing that on January 16, 2026 its subsidiary Vroom Automotive LLC issued 15,000 Series A preferred units and 7,500 Series B preferred units to SPE Holdings 2026-1 for aggregate gross proceeds of $22.5 million. The issuance was made under a Preferred Unit Purchase Agreement and a Second Amended and Restated LLC Agreement that set the terms for the new preferred units.

Key Details

• Total proceeds: $22,500,000 raised by Vroom Automotive LLC on January 16, 2026.
• Unit breakdown: 15,000 Series A preferred units (non-convertible) and 7,500 Series B preferred units (convertible).
• Distributions: Quarterly preferential distribution equal to the liquidation preference multiplied by a variable rate resetting each quarter to the 90‑day average SOFR plus 8.25% (Series A) or 9.0% (Series B).
• Use of proceeds: Expected to be used for the company’s general corporate purposes. The transaction and amended LLC agreement are filed as exhibits to the 8-K.

Why It Matters

• This transaction provides Vroom Automotive (and indirectly Vroom, Inc.) with $22.5M of financing, strengthening near-term liquidity at the subsidiary level. The Series B units’ convertibility into common units of Vroom Automotive creates a potential path for changes in the subsidiary’s equity ownership, while the high spread over SOFR reflects the cost of the preferred capital. Investors should note the financing terms and potential equity conversion feature when assessing Vroom’s capital structure and subsidiary ownership.