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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q VROOM, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 901112566 (I.R.S. Employer Identification No.) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ...

HIGHLIGHTS OF THIRD QUARTER 2025 Tom Shortt, Chief Executive Officer of Vroom, said, "In the third quarter of 2025, our net loss and adjusted net loss decreased year-over-year, driven by our continued focus on our Long-Term Strategic Plan. During the third quarter, our team significantly improved our business intelligence engine and modernized our credit decision engine." Fresh Start Accounting As a result of emerging from a voluntary proceeding (the "Prepackaged Chapter 11 Case") under Chapter 11 of the Un ...

Continued Investment in our Long-Term Strategic PlanNEW YORK, Nov. 10, 2025 (GLOBE NEWSWIRE) -- Vroom, Inc. (Nasdaq:VRM) today announced financial results for the third quarter ended September 30, 2025. HIGHLIGHTS OF THIRD QUARTER 2025 $59.2 million consolidated total available liquidity(1) as of September 30, 2025, consisting of: $12.4 million cash and cash equivalents $11.8 million of liquidity available to UACC under the warehouse credit facilities$35.0 million of available liquidity from delayed draw fa ...

Core Insights - Instacart has partnered with Vroom Delivery to integrate its Carrot Ads into Vroom's network of 3,500 convenience stores across the U.S. This partnership aims to enhance advertising capabilities for convenience retailers and provide advertisers access to a broader consumer base [1][2]. Group 1: Partnership Details - The collaboration allows over 7,500 brand advertisers within the Instacart Ads ecosystem to extend their campaigns to Vroom Delivery's convenience store network, facilitating product discovery and personalized recommendations [2]. - Vroom Delivery's CEO emphasized the importance of partnering with a company that possesses proven technology and expertise, highlighting the goal of making retail media accessible and scalable for convenience retailers of all sizes [3]. Group 2: Technology and Solutions - Instacart's Carrot Ads is designed to be an advanced retail media solution, providing intuitive self-service tools for campaign activation, optimization, and measurement on Instacart's ad platform [3]. - Currently, Instacart has over 240 partners utilizing the Carrot Ads solution, which helps monetize digital storefronts and other owned commerce channels [3]. Group 3: Company Background - Instacart operates with more than 1,800 retail partners, facilitating online shopping and delivery services from nearly 100,000 stores across North America [5]. - Vroom Delivery specializes in e-commerce for convenience and liquor stores, serving 3,500 stores and providing tools for retailers to compete in the evolving retail landscape [6].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39315 VROOM, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or ...

[Executive Summary & Business Context](index=1&type=section&id=1.%20Executive%20Summary%20%26%20Business%20Context) Vroom reported reduced net loss in Q2 2025, applied fresh-start accounting post-Chapter 11, and now focuses on UACC and CarStory after discontinuing e-commerce [Second Quarter 2025 Highlights](index=1&type=section&id=1.1.%20Second%20Quarter%202025%20Highlights) Vroom reported a decrease in net loss and Adjusted net loss year-over-year for Q2 2025, driven by continued focus on operational execution, efficiency, and improved loan portfolio performance at UACC - CEO Tom Shortt stated that the decrease in net loss and Adjusted net loss year-over-year was driven by continued focus on operational execution, efficiency, and progress in loan portfolio performance at UACC[4](index=4&type=chunk) Consolidated Total Available Liquidity (as of June 30, 2025) | Metric | Amount (Millions) | | :-------------------------------- | :---------------- | | Cash and cash equivalents | $14.3 | | UACC warehouse credit facilities availability | $16.6 | | Line of credit secured by residual certificates | $25.0 | | **Total Available Liquidity** | **$55.9** | Key Financial Metrics (Three Months Ended June 30, 2025) | Metric | Amount (Millions) | | :-------------------------------- | :---------------- | | Net loss from continuing operations | ($8.9) | | Adjusted net loss | ($6.7) | | Stockholders' equity | $151.9 | | Tangible book value | $138.6 | [Fresh Start Accounting and Comparability](index=1&type=section&id=1.2.%20Fresh%20Start%20Accounting%20and%20Comparability) Vroom emerged from a voluntary Chapter 11 proceeding on January 14, 2025, leading to the application of fresh-start accounting, which impacts comparability of financial statements - Vroom emerged from a voluntary Prepackaged Chapter 11 Case on January 14, 2025 (the "Effective Date"), qualifying for **fresh-start accounting**[4](index=4&type=chunk) - Due to **fresh-start accounting**, assets and liabilities were recorded at estimated fair values, making condensed consolidated financial statements after the Effective Date ("Successor") not comparable with those on or before that date ("Predecessor")[4](index=4&type=chunk) - Non-GAAP Combined results for the six months ended June 30, 2025, are presented as the sum of Predecessor (Jan 1-Jan 14, 2025) and Successor (Jan 15-June 30, 2025) periods to provide a more meaningful comparison to prior periods, though these are not GAAP compliant[5](index=5&type=chunk)[20](index=20&type=chunk) [Company Overview and Strategic Direction](index=10&type=section&id=1.3.%20Company%20Overview%20and%20Strategic%20Direction) Vroom operates United Auto Credit Corporation (UACC), a leading indirect automotive lender, and CarStory, a provider of AI-powered analytics and digital services for automotive retail - Vroom owns and operates United Auto Credit Corporation (UACC), an indirect automotive lender, and CarStory, a leader in **AI-powered analytics** and digital services for automotive retail[24](index=24&type=chunk) - Pursuant to its Value Maximization Plan, Vroom discontinued its e-commerce operations and used vehicle dealership business prior to January 2024[24](index=24&type=chunk) [Consolidated Financial Discussion](index=2&type=section&id=2.%20Consolidated%20Financial%20Discussion) Vroom significantly reduced its net loss in Q2 2025 and achieved net income in H1 2025 (Non-GAAP Combined), primarily due to expense reductions and reorganization items [Three Months Ended June 30, 2025 (Successor vs. Predecessor)](index=2&type=section&id=2.1.%20Three%20Months%20Ended%20June%2030%2C%202025%20(Successor%20vs.%20Predecessor)) For Q2 2025, Vroom reported a significant reduction in net loss from continuing operations and total net loss compared to Q2 2024, driven by lower total expenses despite a decrease in net interest income Consolidated Net Loss (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :----------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Net loss from continuing operations | ($8.9) | ($19.1) | $10.2 | **53.2%** | | Net loss | ($8.5) | ($21.2) | $12.7 | **59.8%** | - Total expenses decreased by **$15.6 million** **(33.7%)** from **$46.4 million** in Q2 2024 to **$30.8 million** in Q2 2025[8](index=8&type=chunk) - Key expense reductions included compensation and benefits (down **$6.1 million**), depreciation and amortization (down **$6.5 million**), and interest expense on corporate debt (down **$0.9 million**)[8](index=8&type=chunk) - Net interest income decreased by **$4.3 million** **(11.6%)** from **$36.9 million** in Q2 2024 to **$32.6 million** in Q2 2025[8](index=8&type=chunk) [Six Months Ended June 30, 2025 (Non-GAAP Combined vs. Predecessor)](index=3&type=section&id=2.2.%20Six%20Months%20Ended%20June%2030%2C%202025%20(Non-GAAP%20Combined%20vs.%20Predecessor)) For the first half of 2025 (Non-GAAP Combined), Vroom reported a significant shift from a net loss to a net income, primarily driven by a substantial decrease in total expenses and a positive impact from reorganization items Consolidated Net Income (Loss) (Six Months Ended June 30) | Metric | H1 2025 (Non-GAAP Combined) (Millions) | H1 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------- | :-------------------------- | :-------------------- | :--------- | :--------- | | Net income (loss) | $30.2 | ($88.8) | $119.0 | **134.0%** | - Total expenses decreased by **$27.4 million** **(28.9%)** from **$94.7 million** in H1 2024 to **$67.4 million** in H1 2025[10](index=10&type=chunk) - Reorganization items, net, contributed **$51.0 million** in H1 2025[10](index=10&type=chunk) - Net interest income decreased by **$10.0 million** **(13.6%)** from **$73.6 million** in H1 2024 to **$63.6 million** in H1 2025[10](index=10&type=chunk) [Segment Results](index=3&type=section&id=3.%20Segment%20Results) All segments demonstrated improved financial performance, with UACC and CarStory reducing losses or achieving income, driven by expense reductions [UACC Segment](index=3&type=section&id=3.1.%20UACC%20Segment) The UACC segment showed a significant improvement in its adjusted net loss for both the three and six months ended June 30, 2025, primarily driven by substantial reductions in total expenses and a strong increase in warranties and GAP income [UACC Three Months Ended June 30, 2025](index=3&type=section&id=3.1.1.%20UACC%20Three%20Months%20Ended%20June%2030%2C%202025) UACC's adjusted net loss decreased significantly in Q2 2025 compared to Q2 2024, primarily due to a substantial reduction in total expenses, despite a decline in net interest income after losses and recoveries UACC Adjusted Net Loss (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------- | :------------------ | :------------------ | :--------- | :--------- | | Adjusted net loss | ($5.3) | ($8.3) | $3.0 | **35.6%** | - Net interest income after losses and recoveries decreased by **$6.1 million** **(34.5%)** from **$17.8 million** in Q2 2024 to **$11.7 million** in Q2 2025[11](index=11&type=chunk) - Total expenses decreased by **$8.0 million** **(24.2%)** from **$33.0 million** in Q2 2024 to **$25.0 million** in Q2 2025[11](index=11&type=chunk) - Warranties and GAP income, net, increased by **$2.0 million** **(124.0%)** from **$1.6 million** in Q2 2024 to **$3.7 million** in Q2 2025[11](index=11&type=chunk) [UACC Six Months Ended June 30, 2025 (Non-GAAP Combined)](index=5&type=section&id=3.1.2.%20UACC%20Six%20Months%20Ended%20June%2030%2C%202025%20(Non-GAAP%20Combined)) UACC's adjusted net loss for the first half of 2025 (Non-GAAP Combined) improved significantly year-over-year, driven by a substantial reduction in total expenses and a strong increase in warranties and GAP income UACC Adjusted Net Loss (Six Months Ended June 30) | Metric | H1 2025 (Non-GAAP Combined) (Millions) | H1 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------- | :-------------------------- | :-------------------- | :--------- | :--------- | | Adjusted net loss | ($12.1) | ($24.8) | $12.7 | **51.3%** | - Total expenses decreased by **$13.5 million** **(19.9%)** from **$67.6 million** in H1 2024 to **$54.1 million** in H1 2025[12](index=12&type=chunk) - Warranties and GAP income, net, increased by **$4.4 million** **(134.9%)** from **$3.3 million** in H1 2024 to **$7.6 million** in H1 2025[12](index=12&type=chunk) - Net interest income decreased by **$11.0 million** **(14.7%)** from **$74.6 million** in H1 2024 to **$63.7 million** in H1 2025[12](index=12&type=chunk) [CarStory Segment](index=6&type=section&id=3.2.%20CarStory%20Segment) The CarStory segment achieved an adjusted net income for both the three and six months ended June 30, 2025, marking a significant turnaround from losses in the prior year [CarStory Three Months Ended June 30, 2025](index=6&type=section&id=3.2.1.%20CarStory%20Three%20Months%20Ended%20June%2030%2C%202025) CarStory achieved an adjusted net income in Q2 2025, a significant turnaround from a net loss in Q2 2024, primarily due to a substantial reduction in total expenses, which offset a decline in CarStory revenue CarStory Adjusted Net Income (Loss) (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------------- | :------------------ | :------------------ | :--------- | :--------- | | Adjusted net income (loss) | $0.1 | ($1.1) | $1.2 | **111.6%** | - Total noninterest income decreased by **$1.2 million** **(39.4%)** from **$3.1 million** in Q2 2024 to **$1.9 million** in Q2 2025, mainly due to a drop in CarStory revenue[13](index=13&type=chunk) - Total expenses decreased by **$2.5 million** **(58.1%)** from **$4.2 million** in Q2 2024 to **$1.8 million** in Q2 2025[13](index=13&type=chunk) [CarStory Six Months Ended June 30, 2025 (Non-GAAP Combined)](index=6&type=section&id=3.2.2.%20CarStory%20Six%20Months%20Ended%20June%2030%2C%202025%20(Non-GAAP%20Combined)) CarStory's adjusted net income for the first half of 2025 (Non-GAAP Combined) showed a strong improvement, moving from a loss to a profit, driven by a significant reduction in total expenses despite a decrease in CarStory revenue CarStory Adjusted Net Income (Loss) (Six Months Ended June 30) | Metric | H1 2025 (Non-GAAP Combined) (Millions) | H1 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :---------------------- | :-------------------------- | :-------------------- | :--------- | :--------- | | Adjusted net income (loss) | $0.8 | ($2.0) | $2.8 | **140.9%** | - Total noninterest income decreased by **$1.5 million** **(23.6%)** from **$6.3 million** in H1 2024 to **$4.8 million** in H1 2025[13](index=13&type=chunk) - Total expenses decreased by **$4.5 million** **(53.1%)** from **$8.4 million** in H1 2024 to **$4.0 million** in H1 2025[13](index=13&type=chunk) [Corporate Segment](index=7&type=section&id=3.3.%20Corporate%20Segment) The Corporate segment demonstrated significant financial improvement for both the three and six months ended June 30, 2025, primarily through substantial reductions in total expenses, including the elimination of corporate debt interest [Corporate Three Months Ended June 30, 2025](index=7&type=section&id=3.3.1.%20Corporate%20Three%20Months%20Ended%20June%2030%2C%202025) The Corporate segment significantly reduced its total expenses in Q2 2025 compared to Q2 2024, primarily due to the elimination of interest expense on corporate debt and substantial cuts in compensation and other expenses - Total expenses decreased by **$5.2 million** **(56.6%)** from **$9.2 million** in Q2 2024 to **$4.0 million** in Q2 2025[14](index=14&type=chunk) - Interest expense on corporate debt decreased by **$0.9 million** **(100.0%)** to **$0** in Q2 2025[14](index=14&type=chunk) - Compensation and benefits decreased by **$2.1 million** **(50.5%)** from **$4.2 million** in Q2 2024 to **$2.1 million** in Q2 2025[14](index=14&type=chunk) [Corporate Six Months Ended June 30, 2025 (Non-GAAP Combined)](index=7&type=section&id=3.3.2.%20Corporate%20Six%20Months%20Ended%20June%2030%2C%202025%20(Non-GAAP%20Combined)) The Corporate segment demonstrated a significant improvement in its financial performance for the first half of 2025 (Non-GAAP Combined), with a substantial reduction in total expenses and a positive shift in net interest income after losses and recoveries - Total expenses decreased by **$9.4 million** **(50.3%)** from **$18.7 million** in H1 2024 to **$9.3 million** in H1 2025[14](index=14&type=chunk) - Net interest income after losses and recoveries increased by **$7.0 million** **(218.8%)** from **($3.2) million** in H1 2024 to **$3.8 million** in H1 2025[14](index=14&type=chunk) - Warranties and GAP income (loss), net, increased by **$11.9 million** **(103.4%)** from **($11.5) million** in H1 2024 to **$0.4 million** in H1 2025[14](index=14&type=chunk) [Non-GAAP Financial Measures](index=8&type=section&id=4.%20Non-GAAP%20Financial%20Measures) Vroom uses non-GAAP measures like Adjusted net loss and total available liquidity to assess performance, providing reconciliations for Q2 and H1 2025 [Non-GAAP Measures Definitions and Limitations](index=8&type=section&id=4.1.%20Non-GAAP%20Measures%20Definitions%20and%20Limitations) Vroom utilizes non-GAAP measures such as Adjusted net income (loss), total available liquidity, and tangible book value to assess operating performance and for business planning - Vroom uses **Adjusted net income (loss)**, **total available liquidity**, and **tangible book value** as non-GAAP financial measures to evaluate operating performance and for business planning[15](index=15&type=chunk)[16](index=16&type=chunk) - These non-GAAP measures have limitations, as they do not reflect all amounts associated with GAAP results and may not be comparable to similarly titled measures of other companies[18](index=18&type=chunk) - **Tangible book value** is calculated as stockholders' equity minus intangible assets, while **total available liquidity** includes unrestricted cash, warehouse credit facility availability, and line of credit availability[17](index=17&type=chunk) [Adjusted Net Loss Reconciliation (Three Months)](index=9&type=section&id=4.2.%20Adjusted%20Net%20Loss%20Reconciliation%20(Three%20Months)) For Q2 2025, Vroom's Adjusted net loss was **($6.7) million**, an improvement from **($15.0) million** in Q2 2024, after adjusting the GAAP net loss from continuing operations for stock compensation and severance expenses Adjusted Net Loss Reconciliation (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | | :----------------------------------- | :------------------ | :------------------ | | Net loss from continuing operations | ($8.9) | ($19.1) | | Stock compensation expense | $1.8 | $2.4 | | Severance expense | $0.4 | $1.7 | | **Adjusted net loss** | **($6.7)** | **($15.0)** | [Adjusted Net Loss Reconciliation (Six Months)](index=10&type=section&id=4.3.%20Adjusted%20Net%20Loss%20Reconciliation%20(Six%20Months)) For the first half of 2025 (Non-GAAP Combined), Vroom's Adjusted net loss was **($13.4) million**, a significant improvement from **($55.6) million** in H1 2024, after adjusting for various items Adjusted Net Loss Reconciliation (Six Months Ended June 30) | Metric | H1 2025 (Non-GAAP Combined) (Millions) | H1 2024 (Predecessor) (Millions) | | :----------------------------------- | :-------------------------- | :-------------------- | | Net income (loss) from continuing operations | $29.7 | ($63.8) | | Stock compensation expense | $2.5 | $3.8 | | Severance expense | $0.4 | $1.7 | | Bankruptcy costs (post-emergence) | $0.9 | — | | Reorganization items, net | ($51.0) | — | | Impairment charges | $4.2 | $2.8 | | **Adjusted net loss** | **($13.4)** | **($55.6)** | [Consolidated Financial Statements](index=11&type=section&id=5.%20Consolidated%20Financial%20Statements) The consolidated financial statements reflect a stronger balance sheet, reduced net loss, and positive operating cash flow for H1 2025, influenced by fresh-start accounting [Consolidated Balance Sheets](index=11&type=section&id=5.1.%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Vroom's total assets decreased to **$979.8 million** from **$1,066.7 million** at December 31, 2024, while stockholders' equity shifted from a deficit to a positive balance Consolidated Balance Sheet Highlights (as of June 30, 2025 vs Dec 31, 2024) | Metric | June 30, 2025 (Successor) (Millions) | Dec 31, 2024 (Predecessor) (Millions) | Change ($ Millions) | Change (%) | | :-------------------------------- | :-------------------------- | :------------------------- | :--------- | :--------- | | Total assets | $979.8 | $1,066.7 | ($86.9) | **(8.2%)** | | Total liabilities | $827.8 | $1,097.6 | ($269.8) | **(24.6%)** | | Total stockholders' equity (deficit) | $151.9 | ($30.9) | $182.9 | **591.0%** | - Finance receivables at fair value increased to **$849.0 million** from **$503.8 million**, while finance receivables held for sale, net, decreased to **$0** from **$318.2 million**[28](index=28&type=chunk) - Intangible assets, net, decreased significantly to **$13.3 million** from **$104.9 million**[28](index=28&type=chunk) - Liabilities subject to compromise decreased to **$0** from **$291.6 million**[28](index=28&type=chunk) [Consolidated Statements of Operations](index=12&type=section&id=5.2.%20Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a significant reduction in net loss for both the three and six months ended June 30, 2025, compared to the prior year periods Consolidated Net Loss (Three Months Ended June 30) | Metric | Q2 2025 (Successor) (Millions) | Q2 2024 (Predecessor) (Millions) | | :----------------------------------- | :------------------ | :------------------ | | Net loss from continuing operations | ($8.9) | ($19.1) | | Total net loss | ($8.5) | ($21.2) | | Total expenses | $30.8 | $46.4 | Consolidated Net Income (Loss) (Six Months Ended June 30) | Metric | H1 2025 (Combined) (Millions) | H1 2024 (Predecessor) (Millions) | | :----------------------------------- | :----------------- | :-------------------- | | Net income (loss) from continuing operations | $29.7 | ($63.8) | | Total net income (loss) | $30.2 | ($88.8) | | Reorganization items, net | $51.0 | — | Net (Loss) Income Per Share (Six Months Ended June 30) | Metric | H1 2025 (Successor) | H1 2025 (Predecessor) | H1 2024 (Predecessor) | | :------------------------------------------------------------------------------------------------ | :------------------ | :-------------------- | :-------------------- | | Continuing operations (basic) | ($2.98) | $24.74 | ($35.49) | | Discontinued operations (basic) | $0.10 | ($0.00) | ($13.92) | | Total basic | ($2.88) | $24.74 | ($49.41) | [Consolidated Statements of Cash Flows](index=15&type=section&id=5.3.%20Consolidated%20Statements%20of%20Cash%20Flows) For the first half of 2025 (Successor/Predecessor Combined), Vroom generated positive net cash from operating activities, a significant improvement from a net cash outflow in the prior year Net Cash Flow Summary (Six Months Ended June 30) | Activity | H1 2025 (Successor) (Millions) | H1 2025 (Predecessor) (Millions) | H1 2024 (Predecessor) (Millions) | | :------------------------------------------ | :------------------ | :-------------------- | :-------------------- | | Net cash provided by (used in) operating activities | $34.5 | ($6.0) | ($43.2) | | Net cash (used in) provided by investing activities | ($66.3) | $3.0 | $76.9 | | Net cash provided by (used in) financing activities | $37.5 | ($13.9) | ($130.9) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $5.7 | ($16.9) | ($97.2) | - Cash paid for interest for the combined H1 2025 period was **$26.6 million** (**$22.1 million** Successor + **$4.5 million** Predecessor), compared to **$29.3 million** in H1 2024[38](index=38&type=chunk) [Additional Information](index=10&type=section&id=6.%20Additional%20Information) The report includes forward-looking statements subject to risks and provides contact information for investor relations [Forward-Looking Statements](index=10&type=section&id=6.1.%20Forward-Looking%20Statements) The press release contains forward-looking statements regarding future guidance, restructuring impacts, strategic initiatives, cost-savings, UACC's business, liquidity, and financial results - Statements in the press release regarding full year 2025 guidance, restructuring impact, strategic initiatives, cost-savings, UACC's business, available liquidity, and future financial results are considered **forward-looking**[25](index=25&type=chunk) - These statements are based on management's current assumptions and involve known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially[25](index=25&type=chunk) - Readers are advised to refer to the "Risk Factors" section in Vroom's Annual Report on Form 10-K for the year ended December 31, 2024, for factors that could cause actual results to differ[25](index=25&type=chunk) [Investor Relations](index=10&type=section&id=6.2.%20Investor%20Relations) Contact information for investor relations inquiries is provided - For investor relations, contact Jon Sandison at **investors@vroom.com**[26](index=26&type=chunk)

Core Insights - Vroom, Inc. reported a decrease in net loss and adjusted net loss year-over-year for Q2 2025, attributed to operational execution and improved loan portfolio performance at UACC [3][6]. Financial Performance - As of June 30, 2025, Vroom had total available liquidity of $55.9 million, comprising $14.3 million in cash and cash equivalents, $16.6 million from warehouse credit facilities, and $25.0 million from a line of credit [6]. - The net loss from continuing operations for Q2 2025 was $(8.9) million, while the adjusted net loss was $(6.7) million [6]. - Stockholders' equity stood at $151.9 million, with a tangible book value of $138.6 million as of June 30, 2025 [6]. Year-over-Year Comparisons - Interest income for Q2 2025 was $45.748 million, down from $51.862 million in Q2 2024, reflecting a decrease of 12.7% [8][10]. - Total interest expense decreased to $13.142 million from $14.981 million, a reduction of 12.3% [8][10]. - Net interest income after losses and recoveries fell to $11.684 million, down 34.5% from $17.826 million [10]. Operational Efficiency - Total expenses for Q2 2025 were $30.796 million, significantly lower than $46.442 million in Q2 2024, marking a decrease of 24.2% [10]. - Compensation and benefits expenses decreased by 15.1% to $21.091 million from $27.176 million [10]. - Depreciation and amortization expenses dropped dramatically by 88.8% to $628,000 from $5.630 million [10]. Segment Performance - Noninterest income for Q2 2025 totaled $8.817 million, slightly down from $9.019 million in Q2 2024 [10]. - CarStory revenue decreased by 36.6% to $1.846 million from $2.913 million [13]. - Warranties and GAP income increased significantly by 124.0% to $3.673 million from $1.640 million [10].

Financial Data and Key Metrics Changes - The meeting confirmed the election of directors and the ratification of the independent auditor for the year ended December 31, 2025, indicating stable governance and oversight [10] - The advisory resolution on executive compensation was approved, reflecting shareholder support for management's compensation structure [10] Business Line Data and Key Metrics Changes - No specific financial data or metrics related to individual business lines were discussed during the meeting [12][13] Market Data and Key Metrics Changes - No specific market data or metrics were provided in the meeting [12][13] Company Strategy and Development Direction and Industry Competition - The meeting did not delve into specific strategic initiatives or competitive positioning within the industry [12][13] Management's Comments on Operating Environment and Future Outlook - Management did not provide comments on the operating environment or future outlook during the meeting [12][13] Other Important Information - The meeting was conducted virtually, allowing stockholders to vote and submit questions through a web portal [5][12] - A quorum was confirmed, ensuring that the meeting was valid for conducting business [6] Q&A Session Summary - No questions were submitted during the Q&A session, leading to a prompt conclusion of the meeting [12][13]

Part I - Financial Information [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2025 financials reflect its emergence from bankruptcy and adoption of fresh start accounting, making comparisons to prior periods difficult [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows positive stockholders' equity of $158.6 million post-reorganization, driven by the elimination of $291.6 million in compromised liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 (Successor) | December 31, 2024 (Predecessor) | | :--- | :--- | :--- | | **Total Assets** | **$989,956** | **$1,066,696** | | Cash and cash equivalents | $14,565 | $29,343 | | Finance receivables at fair value | $858,200 | $503,848 | | Finance receivables held for sale, net | $0 | $318,192 | | **Total Liabilities** | **$831,329** | **$1,097,641** | | Warehouse credit facilities | $114,187 | $359,912 | | Long-term debt | $655,430 | $381,366 | | Liabilities subject to compromise | $0 | $291,577 | | **Total Stockholders' Equity (Deficit)** | **$158,627** | **$(30,945)** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a significantly reduced net loss from continuing operations in the post-bankruptcy period, aided by a large one-time reorganization gain Statement of Operations Summary (in thousands) | Metric | Jan 15 - Mar 31, 2025 (Successor) | Jan 1 - Jan 14, 2025 (Predecessor) | Three Months Ended Mar 31, 2024 (Predecessor) | | :--- | :--- | :--- | :--- | | Net interest income | $25,991 | $4,988 | $36,737 | | Total noninterest income (loss) | $10,206 | $1,044 | $(1,860) | | Total expenses | $31,397 | $5,181 | $48,298 | | Reorganization items, net | $0 | $51,036 | $0 | | **Net (loss) income from continuing operations** | **$(6,450)** | **$45,090** | **$(44,676)** | | Net income (loss) from discontinued operations | $99 | $(4) | $(22,941) | | **Net (loss) income** | **$(6,351)** | **$45,086** | **$(67,617)** | Net (Loss) Income Per Share (Diluted) | Metric | Jan 15 - Mar 31, 2025 (Successor) | Jan 1 - Jan 14, 2025 (Predecessor) | Three Months Ended Mar 31, 2024 (Predecessor) | | :--- | :--- | :--- | :--- | | Continuing operations | $(1.25) | $23.89 | $(24.90) | | Discontinued operations | $0.02 | $(0.00) | $(12.79) | | **Diluted EPS** | **$(1.23)** | **$23.89** | **$(37.68)** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow turned positive to $17.3 million in the post-bankruptcy period, mainly due to changes in accounting for finance receivables Cash Flow Summary - Continuing Operations (in thousands) | Cash Flow Activity | Jan 15 - Mar 31, 2025 (Successor) | Jan 1 - Jan 14, 2025 (Predecessor) | Three Months Ended Mar 31, 2024 (Predecessor) | | :--- | :--- | :--- | :--- | | Net cash from Operating Activities | $17,289 | $(5,804) | $(75,043) | | Net cash from Investing Activities | $(48,334) | $2,981 | $35,324 | | Net cash from Financing Activities | $36,987 | $(13,898) | $18,670 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the wind-down of the e-commerce business, emergence from Chapter 11, adoption of fresh start accounting, and new debt facilities - The company's e-commerce and used vehicle dealership business wind-down was **substantially completed on March 29, 2024**, and is now reported as a discontinued operation[33](index=33&type=chunk)[34](index=34&type=chunk) - Vroom emerged from its Prepackaged Chapter 11 Case on January 14, 2025, adopting **fresh start accounting**, which makes financial statements before and after this date not comparable[38](index=38&type=chunk)[43](index=43&type=chunk) - As part of the reorganization, all outstanding obligations under the Convertible Senior Notes (approx **$291.7 million**) were fully satisfied and discharged in exchange for new common stock[135](index=135&type=chunk)[155](index=155&type=chunk)[183](index=183&type=chunk) - In March 2025, UACC completed a securitization transaction (2025-1), selling approximately **$307.8 million** of asset-backed securities[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the successful Chapter 11 emergence, its strategic focus on UACC and CarStory, and improved Q1 2025 non-GAAP results - The company emerged from its Prepackaged Chapter 11 Case on January 14, 2025, eliminating long-term debt at the Vroom, Inc level and **re-listing on the Nasdaq Global Market** on February 20, 2025[284](index=284&type=chunk)[285](index=285&type=chunk) - The long-term strategic plan focuses on four initiatives: building a world-class lending program, enhancing sales and marketing, and achieving operational excellence[307](index=307&type=chunk) - As of March 31, 2025, the company had **$14.6 million in cash** and cash equivalents, $53.0 million in restricted cash, and access to a new **$25.0 million delayed draw term loan facility**[379](index=379&type=chunk)[382](index=382&type=chunk) Reconciliation of Net Loss to Adjusted Net Loss (in thousands) | | Three Months Ended Mar 31, 2025 (Combined Non-GAAP) | Three Months Ended Mar 31, 2024 (Predecessor) | | :--- | :--- | :--- | | Net (loss) income from continuing operations | $38,640 | $(44,676) | | Stock compensation expense | $635 | $1,324 | | Severance expense | $25 | $0 | | Bankruptcy costs (post-emergence) | $913 | $0 | | Reorganization items, net | $(51,036) | $0 | | Impairment charges | $4,156 | $2,752 | | **Adjusted net loss** | **$(6,667)** | **$(40,600)** | [Quantitative and Qualitative Disclosure About Market Risk](index=76&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, Vroom is not required to provide market risk disclosures - Vroom, Inc is classified as a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[419](index=419&type=chunk) [Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were effective as of March 31, 2025, with new controls added for fresh start accounting - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were **effective at the reasonable assurance level**[422](index=422&type=chunk) - In Q1 2025, the company established **new controls over the application of fresh start accounting** following its emergence from the Prepackaged Chapter 11 Case[423](index=423&type=chunk) Part II - Other Information [Legal Proceedings](index=77&type=section&id=Item%201.%20Legal%20Proceedings) The company reports the dismissal of a securities class action lawsuit and related derivative suits, alongside its Chapter 11 emergence - On March 19, 2025, the court granted Vroom's motion to **dismiss all claims** in the *In re: Vroom, Inc Securities Litigation* class action lawsuit[205](index=205&type=chunk)[429](index=429&type=chunk) - Related shareholder derivative lawsuits filed in New York and Delaware have been **voluntarily dismissed** by the plaintiffs and the cases have been closed[206](index=206&type=chunk)[207](index=207&type=chunk)[430](index=430&type=chunk) - The company **emerged from its Prepackaged Chapter 11 Case** on January 14, 2025, after the court confirmed its plan of reorganization[428](index=428&type=chunk) [Risk Factors](index=78&type=section&id=Item%201A.%20Risk%20Factors) No material changes have been made to the risk factors disclosed in the company's 2024 Annual Report on Form 10-K - There have been **no material changes** to the company's risk factors as described in its Annual Report on Form 10-K for the year ended December 31, 2024[435](index=435&type=chunk) [Other Information](index=78&type=section&id=Item%205.%20Other%20Information) The company announced a leadership transition, with Agnieszka Zakowicz stepping down as CFO to be succeeded by Jon Sandison - Effective May 15, 2025, Agnieszka Zakowicz will **cease her service as Chief Financial Officer**[439](index=439&type=chunk) - Jon Sandison, current CFO of UACC, will **succeed Ms Zakowicz as the company's Chief Financial Officer**, with a new annual base salary of $400,000[440](index=440&type=chunk)[443](index=443&type=chunk) - Jacob Benzaquen will be promoted to **Senior Vice President Accounting and principal accounting officer**, with an annual base salary of $300,000[441](index=441&type=chunk)[447](index=447&type=chunk) [Exhibits](index=80&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements related to reorganization and executive compensation