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

[Executive Summary & Q1 2025 Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Q1%202025%20Highlights) [CEO & CFO Commentary](index=1&type=section&id=CEO%20%26%20CFO%20Commentary) Vroom's CEO highlighted a sequential and year-over-year decrease in net loss and Adjusted net loss for Q1 2025, attributed to improved loan portfolio performance at UACC, while UACC's CFO noted successful securitization, extended warehouse capacity, and a new line of credit, strengthening liquidity - **Net loss** and **Adjusted net loss** decreased sequentially and year-over-year in Q1 2025, driven by improved loan portfolio performance at UACC[4](index=4&type=chunk) - UACC completed its 17th securitization transaction and extended **$400 million** of warehouse capacity[4](index=4&type=chunk) - A new **$25 million** line of credit backed by residual interests was established, boosting liquidity[4](index=4&type=chunk) [Key Financial & Operational Highlights](index=1&type=section&id=Key%20Financial%20%26%20Operational%20Highlights) Vroom reported **$66.9 million** in consolidated total available liquidity as of March 31, 2025, including **$14.6 million** in cash, and completed a recapitalization of unsecured convertible senior notes, eliminating long-term debt at Vroom, Inc., and significantly improving stockholders' equity to **$158.6 million** Key Financial & Operational Highlights (as of March 31, 2025) | Metric | Value | | :-------------------------------- | :----------------------------- | | Consolidated Total Available Liquidity | $66.9 million | | Cash and Cash Equivalents | $14.6 million | | Liquidity from Warehouse Credit Facilities | $27.3 million | | Liquidity from Line of Credit | $25.0 million | | Stockholders' Equity | $158.6 million | | Tangible Book Value | $144.8 million | - Net income (loss) from continuing operations for the period January 15 - March 31, 2025, was **$(6.5) million**, while for January 1 - January 15, 2025, it was **$45.1 million**[5](index=5&type=chunk) - Adjusted net income (loss) for the combined three months ended March 31, 2025, was **$(6.7) million**[5](index=5&type=chunk) - Recapitalization of unsecured convertible senior notes completed on January 14, 2025, eliminated long-term debt at Vroom, Inc., and strengthened the balance sheet[5](index=5&type=chunk) - UACC closed its 17th securitization transaction on March 12, 2025, issuing **$324.0 million** of fixed-rate asset-backed notes[5](index=5&type=chunk) [Basis of Presentation: Fresh Start Accounting & Non-GAAP Measures](index=2&type=section&id=Basis%20of%20Presentation%3A%20Fresh%20Start%20Accounting%20%26%20Non-GAAP%20Measures) [Fresh Start Accounting](index=2&type=section&id=Fresh%20Start%20Accounting) Vroom emerged from Chapter 11 on January 14, 2025, triggering fresh-start accounting, which recorded assets and liabilities at fair values, making financial statements after this date (Successor period) not directly comparable to prior periods (Predecessor period) - Vroom emerged from Chapter 11 on **January 14, 2025**, leading to the application of fresh-start accounting[6](index=6&type=chunk) - Assets and liabilities were recorded at estimated fair values, making financial statements after **January 14, 2025** (Successor) not comparable to those before (Predecessor)[6](index=6&type=chunk) [Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Financial%20Measures) Vroom uses non-GAAP financial measures like Adjusted net income (loss) and tangible book value to provide additional insights into operating performance, acknowledging their limitations due to fresh-start accounting and reorganization events, which challenge direct comparisons to prior GAAP periods - **Adjusted net income (loss)** and **tangible book value** are key non-GAAP measures used to evaluate operating performance and leverage[14](index=14&type=chunk) - These non-GAAP measures have limitations and may not be comparable to similarly titled measures from other companies[15](index=15&type=chunk) [Adjusted Net Income (Loss) Definition](index=7&type=section&id=Adjusted%20Net%20Income%20%28Loss%29%20Definition) Adjusted net income (loss) is calculated as net income (loss) from continuing operations, adjusted for stock compensation, severance, bankruptcy costs, reorganization items, operating lease ROU asset impairment, and long-lived asset impairment charges[18](index=18&type=chunk) [Tangible Book Value Definition](index=6&type=section&id=Tangible%20Book%20Value%20Definition) Tangible book value is calculated as stockholders' equity minus intangible assets[16](index=16&type=chunk) [Non-GAAP Combined Results Explanation](index=2&type=section&id=Non-GAAP%20Combined%20Results%20Explanation) The 'Combined' results for Q1 2025 sum the Predecessor period (Jan 1-14, 2025) and Successor period (Jan 15-Mar 31, 2025) to provide a more meaningful comparison to prior periods, despite not being GAAP-compliant[7](index=7&type=chunk)[17](index=17&type=chunk) - Combined operating results do not reflect actual results absent the Chapter 11 emergence and are not necessarily indicative of future results[7](index=7&type=chunk)[17](index=17&type=chunk) [First Quarter 2025 Financial Discussion](index=3&type=section&id=First%20Quarter%202025%20Financial%20Discussion) [Consolidated Financial Results](index=3&type=section&id=Consolidated%20Financial%20Results) For the combined three months ended March 31, 2025, Vroom reported a net income of **$38.7 million**, a significant improvement from a net loss of **$(67.6) million** in Q1 2024, driven by increased noninterest income and reduced total expenses, despite a decline in net interest income Consolidated Financial Performance (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------------- | :------------------ | :--------- | :--------- | | Interest income | $44,340 | $51,077 | $(6,737) | -13.2% | | Total interest expense | $13,361 | $14,340 | $(979) | -6.8% | | Net interest income | $30,979 | $36,737 | $(5,758) | -15.7% | | Realized & unrealized losses, net of recoveries | $17,892 | $30,819 | $(12,927) | -41.9% | | Net interest income (loss) after losses & recoveries | $13,087 | $5,918 | $7,169 | 121.1% | | Total noninterest income (loss) | $11,250 | $(1,860) | $13,110 | -704.8% | | Total expenses | $36,578 | $48,298 | $(11,720) | -24.3% | | Net income (loss) from continuing operations | $38,640 | $(44,676) | $83,316 | -186.5% | | Net income (loss) | $38,735 | $(67,617) | $106,352 | -157.3% | Adjusted Net Loss Reconciliation (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | | :------------------------------------------ | :----------------- | :------------------ | | Net income (loss) 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)** | **$(40,600)** | [Results by Segment](index=4&type=section&id=Results%20by%20Segment) Segment results show UACC's net interest income after losses and recoveries increased by **13.5%** year-over-year, CarStory's Adjusted net income significantly improved by **175.1%**, and Corporate expenses saw a substantial reduction, contributing to overall financial improvements [UACC Segment](index=4&type=section&id=UACC%20Segment) UACC Financial Performance (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------------- | :------------------ | :--------- | :--------- | | Interest income | $44,411 | $51,541 | $(7,130) | -13.8% | | Total interest expense | $13,361 | $14,340 | $(979) | -6.8% | | Net interest income | $31,050 | $37,201 | $(6,151) | -16.5% | | Realized & unrealized losses, net of recoveries | $20,338 | $27,761 | $(7,423) | -26.7% | | Net interest income (loss) after losses & recoveries | $10,712 | $9,439 | $1,273 | 13.5% | | Total noninterest income | $7,708 | $6,099 | $1,609 | 26.4% | | Total expenses | $29,058 | $34,529 | $(5,471) | -15.8% | | Adjusted net income (loss) | $(6,744) | $(16,506) | $9,762 | 59.1% | - UACC's Net interest income (loss) after losses and recoveries increased by **13.5%** year-over-year[11](index=11&type=chunk) - Total noninterest income for UACC grew by **26.4%**, primarily driven by a **146.0%** increase in Warranties and GAP income, net[11](index=11&type=chunk) [CarStory Segment](index=5&type=section&id=CarStory%20Segment) CarStory Financial Performance (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------------- | :------------------ | :--------- | :--------- | | CarStory revenue | $2,824 | $2,979 | $(155) | -5.2% | | Total noninterest income | $2,899 | $3,152 | $(253) | -8.0% | | Total expenses | $2,195 | $4,226 | $(2,031) | -48.1% | | Adjusted net income (loss) | $686 | $(913) | $1,599 | 175.1% | - CarStory's Adjusted net income (loss) improved significantly, moving from a loss of **$(913) thousand** in Q1 2024 to a profit of **$686 thousand** in Q1 2025, a **175.1%** increase[12](index=12&type=chunk) - Total expenses for CarStory decreased by **48.1%** year-over-year, largely due to reductions in compensation and benefits, professional fees, and depreciation and amortization[12](index=12&type=chunk) [Corporate Segment](index=6&type=section&id=Corporate%20Segment) Corporate Financial Performance (Combined Q1 2025 vs. Q1 2024, in thousands) | Metric | Combined Q1 2025 | Predecessor Q1 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------------- | :------------------ | :--------- | :--------- | | Net interest income (loss) after losses & recoveries | $2,375 | $(3,521) | $5,896 | 170.0% | | Total noninterest income | $643 | $(11,111) | $11,754 | 105.8% | | Total expenses | $5,325 | $9,544 | $(4,219) | -44.2% | - Corporate segment's total expenses decreased by **44.2%** year-over-year, driven by reductions in compensation and benefits, software and IT costs, and other expenses[13](index=13&type=chunk) - Net interest income (loss) after losses and recoveries for Corporate improved significantly by **170.0%**[13](index=13&type=chunk) [Financial Outlook](index=8&type=section&id=Financial%20Outlook) Vroom provided its full year 2025 financial outlook, projecting an Adjusted net income (loss) between **$(30) million** and **$(45) million**, year-end total available liquidity of **$35 million** to **$50 million**, and indirect origination volume between **$460 million** and **$490 million** Full Year 2025 Financial Outlook | Metric | Range | | :-------------------------- | :-------------------- | | Adjusted net income (loss) | $(30) - $(45) million | | Year-end total available liquidity | $35 - $50 million | | Indirect origination volume | $460 - $490 million | - The financial estimates are forward-looking statements and subject to substantial uncertainty[22](index=22&type=chunk) [Company Overview](index=9&type=section&id=Company%20Overview) [About Vroom](index=9&type=section&id=About%20Vroom) Vroom, Inc. operates United Auto Credit Corporation (UACC), a leading indirect automotive lender, and CarStory, which provides AI-powered analytics for automotive retail, having discontinued its e-commerce and used vehicle dealership operations as part of its Value Maximization Plan prior to January 2024 - Vroom owns and operates United Auto Credit Corporation (UACC), an indirect automotive lender[25](index=25&type=chunk) - Vroom also operates CarStory, a provider of AI-powered analytics and digital services for automotive retail[25](index=25&type=chunk) - Prior to **January 2024**, Vroom discontinued its e-commerce and used vehicle dealership business as part of its Value Maximization Plan[25](index=25&type=chunk) [Forward-Looking Statements](index=9&type=section&id=Forward-Looking%20Statements) The press release contains forward-looking statements regarding Vroom's future performance, strategic initiatives, and financial position, which are based on current assumptions and involve known and unknown risks and uncertainties that could cause actual results to differ materially - Statements regarding full year 2025 guidance, restructuring impact, strategic initiatives, cost-savings, UACC's business, liquidity, and future financial results are forward-looking[26](index=26&type=chunk) - These statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially[26](index=26&type=chunk) - Vroom undertakes no obligation to update forward-looking statements[26](index=26&type=chunk) [Consolidated Financial Statements](index=10&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets](index=10&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, Vroom's total assets decreased to **$989.9 million** from **$1,066.7 million** at December 31, 2024, while stockholders' equity significantly improved from a deficit of **$(30.9) million** to a positive **$158.6 million**, primarily due to recapitalization and fresh-start accounting adjustments Consolidated Balance Sheet Highlights (in thousands) | Metric | As of March 31, 2025 | As of December 31, 2024 | | :------------------------------------------ | :------------------- | :---------------------- | | Cash and cash equivalents | $14,565 | $29,343 | | Finance receivables at fair value | $858,200 | $503,848 | | Intangible assets, net | $13,796 | $104,869 | | Total assets | $989,956 | $1,066,696 | | Warehouse credit facilities of consolidated VIEs | $114,187 | $359,912 | | Long-term debt | $655,430 | $381,366 | | Liabilities subject to compromise | $0 | $291,577 | | Total liabilities | $831,329 | $1,097,641 | | Total stockholders' equity (deficit) | $158,627 | $(30,945) | - Total assets decreased by approximately **$76.7 million** from December 31, 2024, to March 31, 2025[29](index=29&type=chunk) - Stockholders' equity improved substantially from a deficit of **$(30.9) million** to a positive **$158.6 million**, reflecting the recapitalization and fresh-start accounting[29](index=29&type=chunk) [Consolidated Statements of Operations](index=11&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a net income of **$38.7 million** for the combined Q1 2025, a significant turnaround from a net loss of **$(67.6) million** in Q1 2024, driven by a substantial increase in noninterest income and a reduction in total expenses, despite a decrease in net interest income Consolidated Statements of Operations Highlights (in thousands) | Metric | Successor (Jan 15 - Mar 31, 2025) | Predecessor (Jan 1 - Jan 14, 2025) | Predecessor (Q1 2024) | | :------------------------------------------ | :-------------------------------- | :--------------------------------- | :-------------------- | | Interest income | $37,157 | $7,183 | $51,077 | | Net interest income | $25,991 | $4,988 | $36,737 | | Net interest income (loss) after losses & recoveries | $14,891 | $(1,804) | $5,918 | | Total noninterest income (loss) | $10,206 | $1,044 | $(1,860) | | Total expenses | $31,397 | $5,181 | $48,298 | | Net income (loss) from continuing operations | $(6,450) | $45,090 | $(44,676) | | Net income (loss) | $(6,351) | $45,086 | $(67,617) | Net Income (Loss) Per Share (Basic) | Metric | Successor (Jan 15 - Mar 31, 2025) | Predecessor (Jan 1 - Jan 14, 2025) | Predecessor (Q1 2024) | | :------------------------------------------ | :-------------------------------- | :--------------------------------- | :-------------------- | | Continuing operations | $(1.25) | $24.74 | $(24.90) | | Discontinued operations | $0.02 | $(0.00) | $(12.79) | | Basic | $(1.23) | $24.74 | $(37.68) | [Consolidated Statements of Cash Flows](index=13&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the Successor period (Jan 15 - Mar 31, 2025), net cash provided by operating activities was **$16.8 million**, while investing activities used **$47.7 million**, and financing activities provided **$37.0 million**, resulting in an overall increase of **$6.1 million** in cash, cash equivalents, and restricted cash during this period Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Successor (Jan 15 - Mar 31, 2025) | Predecessor (Jan 1 - Jan 14, 2025) | Predecessor (Q1 2024) | | :------------------------------------------ | :-------------------------------- | :--------------------------------- | :-------------------- | | Net cash provided by (used in) operating activities | $16,837 | $(6,011) | $23,124 | | Net cash (used in) provided by investing activities | $(47,697) | $2,981 | $41,071 | | 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 end of period | $67,568 | $61,441 | $140,506 | - Cash paid for interest in the Successor period was **$9.2 million**, and for reorganization items, net, was **$0**[36](index=36&type=chunk)

Part I [Business](index=8&type=section&id=Item%201.%20Business) Vroom now focuses on its UACC auto finance and CarStory analytics subsidiaries after ceasing ecommerce operations - On January 22, 2024, Vroom announced the wind-down of its used vehicle ecommerce operations to preserve liquidity and focus on its UACC and CarStory businesses[29](index=29&type=chunk) - The company commenced and emerged from a prepackaged Chapter 11 bankruptcy case between November 2024 and January 2025, which discharged approximately **$290 million in debt** and cancelled previous equity interests[24](index=24&type=chunk)[30](index=30&type=chunk) - The company's common stock was relisted on the Nasdaq Global Market under the ticker **"VRM"** on February 20, 2025, after being suspended due to the bankruptcy filing[25](index=25&type=chunk) - The core operating businesses are now United Auto Credit Corporation (UACC), an automotive finance company, and CarStory, LLC, an AI-powered analytics platform[28](index=28&type=chunk) - As of December 31, 2024, UACC serviced a portfolio of approximately 78,000 retail installment sales contracts with an aggregate principal balance of **$1.0 billion**[33](index=33&type=chunk) [UACC Business Operations](index=9&type=section&id=UACC) UACC is a non-prime indirect auto lender that funds operations through warehouse facilities and securitizations - UACC offers four main lending programs: Preferred (standard non-prime), Bankruptcy, Commercial, and a newer Near Prime program for applicants with a **minimum FICO of 600**[37](index=37&type=chunk)[43](index=43&type=chunk) - UACC's funding model relies on pledging retail installment contracts to warehouse credit facilities and then selling them to third-party investors via private securitization transactions[49](index=49&type=chunk)[52](index=52&type=chunk) - The company competes with national and regional finance companies, banks, and credit unions, many of which have greater financial resources and access to lower-cost capital[53](index=53&type=chunk) [CarStory Business Operations](index=15&type=section&id=CarStory) CarStory provides AI-powered analytics and vehicle valuation services to the automotive industry - CarStory's database includes data for an estimated **90% of U.S. consumer vehicles**, aggregating information from over 3.5 million unique VINs listed for sale daily[58](index=58&type=chunk) - The platform's patented neural-net algorithm provides a highly accurate market price, the "CarStory Real Market Price," which accounts for local market dynamics and dealer performance[59](index=59&type=chunk) [Long-Term Strategic Plan](index=17&type=section&id=Long-Term%20Strategic%20Plan) The company's strategy focuses on returning UACC to profitability by reducing losses and growing originations - Key objectives are to achieve pre-COVID Cumulative Net Losses (CNL), grow originations with low CNL, and lower operating costs[64](index=64&type=chunk) - Strategic initiatives include building world-class lending and sales programs, and achieving operational excellence in originations and servicing by leveraging advanced analytics and AI[64](index=64&type=chunk)[65](index=65&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to its bankruptcy emergence, liquidity, credit losses, and competition - The recent emergence from the Prepackaged Chapter 11 Case could adversely affect business relationships, and historical financial information is not indicative of future performance due to a significantly altered capital structure and the adoption of fresh start accounting[88](index=88&type=chunk)[91](index=91&type=chunk) - There are significant risks associated with the discontinuance of the ecommerce operations, including incurring additional charges, potential disruption to remaining businesses, and exposure to contingent liabilities[94](index=94&type=chunk)[96](index=96&type=chunk) - UACC is experiencing **increasing credit losses** on its automotive finance receivables, driven by economic conditions[126](index=126&type=chunk) - The company's ability to operate depends on UACC's access to funding, primarily through its Warehouse Credit Facilities, which require renewal in 2025, and its ability to execute securitization transactions on favorable terms[99](index=99&type=chunk)[137](index=137&type=chunk) - A former noteholder, Mudrick Capital Management, L.P., acquired a significant ownership interest (**76.5% as of the report date**) and can significantly influence all matters submitted to stockholders, including the election of directors[202](index=202&type=chunk) [Unresolved Staff Comments](index=57&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - Not Applicable[270](index=270&type=chunk) [Cybersecurity](index=57&type=section&id=Item%201C.%20Cybersecurity) Vroom has implemented a cybersecurity risk management program overseen by the Board's Audit Committee - The cybersecurity program includes risk assessments, an information security program, use of external service providers, employee training, an incident response plan, and third-party risk management[274](index=274&type=chunk) - The Board's Audit Committee has oversight responsibility for cybersecurity risk, with the Chief Technology Officer having primary management responsibility[275](index=275&type=chunk)[276](index=276&type=chunk)[277](index=277&type=chunk) [Properties](index=59&type=section&id=Item%202.%20Properties) The company leases three office facilities for its UACC operations in California, Texas, and New York | Location | Size (sq. ft.) | Purpose | Lease Expiration | | :--- | :--- | :--- | :--- | | Newport Beach, CA | ~20,058 | UACC Corporate HQ | March 31, 2029 | | Fort Worth, TX | ~106,500 | UACC Servicing Center | September 2031 | | Buffalo, NY Area | ~12,000 | UACC Buyer Center | January 1, 2032 | [Legal Proceedings](index=59&type=section&id=Item%203.%20Legal%20Proceedings) Vroom is subject to various legal proceedings, including a securities class action and regulatory settlements - The company emerged from its Prepackaged Chapter 11 Case on **January 14, 2025**[285](index=285&type=chunk) - A consolidated securities class action lawsuit is pending in the Southern District of New York, alleging violations of federal securities laws[286](index=286&type=chunk) - The company reached an agreement with the FTC to pay **$1 million** in customer redress to resolve allegations of violations related to its former ecommerce business[289](index=289&type=chunk) - A final agreement was reached with the Attorney General of Texas to resolve claims, under which the company will pay **$2 million in civil penalties** and **$1 million in attorneys' fees**[290](index=290&type=chunk) [Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[292](index=292&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=65&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Vroom's new common stock began trading on Nasdaq in February 2025 following its emergence from bankruptcy - Following emergence from Chapter 11, all old common stock was cancelled; new common stock began trading on the Nasdaq Global Market on **February 20, 2025**, under the ticker "VRM"[311](index=311&type=chunk)[312](index=312&type=chunk) - As of March 7, 2025, there were **14 stockholders of record** for the 5,163,109 shares of new common stock outstanding[7](index=7&type=chunk)[313](index=313&type=chunk) - The company has never declared or paid cash dividends and does not intend to in the foreseeable future[314](index=314&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's financial discussion centers on its post-bankruptcy structure and the performance of its UACC and CarStory segments - The company emerged from its Prepackaged Chapter 11 Case on January 14, 2025, eliminating long-term debt at the Vroom, Inc. level[323](index=323&type=chunk)[324](index=324&type=chunk) - The Value Maximization Plan resulted in the wind-down of the ecommerce business and incurred cash charges of approximately **$15.8 million for severance** and **$13.9 million for contract/lease terminations** in 2024[333](index=333&type=chunk)[334](index=334&type=chunk) - As of December 31, 2024, the company had **$29.3 million in cash and cash equivalents** and **$49.0 million in restricted cash**[415](index=415&type=chunk) | Metric | 2024 (in thousands) | 2023 (in thousands) | | :--- | :--- | :--- | | Net loss from continuing operations | $(138,240) | $(85,097) | | Net loss from discontinued operations | $(26,884) | $(279,514) | | **Total Net Loss** | **$(165,124)** | **$(364,611)** | | Adjusted EBITDA | $(83,423) | $(88,291) | [Results of Operations](index=73&type=section&id=Results%20of%20Operations) The net loss from continuing operations widened to $138.2 million in 2024 from $85.1 million in 2023 - UACC's interest income increased 12.7% to **$204.0 million** in 2024 due to a larger average loan portfolio, while interest expense grew 41.7% to **$59.4 million** due to higher average borrowings and interest rates[381](index=381&type=chunk)[384](index=384&type=chunk) - Corporate activities recorded a **$10.4 million net loss** on warranties and GAP for 2024, a significant increase from a $2.2 million loss in 2023, primarily due to a revised estimate of expected recoveries[406](index=406&type=chunk) UACC Segment Performance (Year Ended Dec 31) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Net interest income after losses | $45,973 | $46,705 | | Total noninterest income | $22,624 | $21,121 | | Total expenses | $129,972 | $115,492 | | Adjusted EBITDA | $(29,808) | $(23,185) | CarStory Segment Performance (Year Ended Dec 31) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | CarStory revenue | $11,610 | $12,384 | | Total expenses | $17,477 | $16,503 | | Adjusted EBITDA | $912 | $3,399 | [Liquidity and Capital Resources](index=80&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity relies on cash reserves and UACC's access to its $825.0 million warehouse credit facilities - UACC has four Warehouse Credit Facilities with an aggregate borrowing limit of **$825.0 million**; as of Dec 31, 2024, **$359.9 million** was outstanding[415](index=415&type=chunk)[429](index=429&type=chunk) - In March 2025, the company entered into a **$25.0 million delayed draw term loan facility** with its majority shareholder, Mudrick Capital Management, L.P., maturing in December 2026[420](index=420&type=chunk)[538](index=538&type=chunk) - In Q2 2024, UACC completed a securitization transaction, selling approximately **$300.0 million** of asset-backed securities, which was accounted for as secured borrowings[423](index=423&type=chunk) [Financial Statements and Supplementary Data](index=85&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for fiscal years 2024 and 2023 [Consolidated Balance Sheets](index=90&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $1.07 billion in 2024, resulting in a stockholders' deficit of $30.9 million Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $29,343 | $135,585 | | Total Assets | $1,066,696 | $1,475,422 | | Liabilities subject to compromise | $291,577 | $0 | | Total Liabilities | $1,097,641 | $1,347,751 | | Total stockholders' (deficit) equity | $(30,945) | $127,671 | [Consolidated Statements of Operations](index=91&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a total net loss of $165.1 million for fiscal year 2024 Consolidated Statement of Operations Highlights (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net interest income after losses | $22,605 | $14,048 | | Total noninterest income | $26,351 | $75,126 | | Total expenses | $180,776 | $173,629 | | Net loss from continuing operations | $(138,240) | $(85,097) | | Net loss from discontinued operations | $(26,884) | $(279,514) | | **Net Loss** | **$(165,124)** | **$(364,611)** | | **Net Loss Per Share** | **$(91.07)** | **$(209.17)** | [Consolidated Statements of Cash Flows](index=93&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash, cash equivalents, and restricted cash decreased by $130.5 million during 2024 Consolidated Cash Flow Highlights (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities (continuing) | $(175,758) | $(482,027) | | Net cash provided by investing activities (continuing) | $114,883 | $185,334 | | Net cash (used in) provided by financing activities (continuing) | $(14,810) | $223,150 | | **Net decrease in cash, cash equivalents and restricted cash** | **$(130,450)** | **$(263,191)** | [Controls and Procedures](index=141&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal controls were effective as of year-end 2024 - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were **effective**[747](index=747&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2024[748](index=748&type=chunk) [Other Information](index=141&type=section&id=Item%209B.%20Other%20Information) This section discloses a new term loan facility and significant equity grants to the CEO in March 2025 - On March 8, 2025, the company entered into a **$25.0 million delayed draw term loan facility** with Mudrick Capital Management, L.P., its majority shareholder[753](index=753&type=chunk) - On March 11, 2025, the Board approved grants of **287,949 RSUs and 259,400 stock options** to CEO Thomas Shortt[751](index=751&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=144&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) Information regarding directors and governance is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[765](index=765&type=chunk) [Executive Compensation](index=144&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[766](index=766&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=144&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[766](index=766&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=144&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related transactions is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[767](index=767&type=chunk) [Principal Accounting Fees and Services](index=144&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding accountant fees is incorporated by reference from the 2025 Proxy Statement - Information required by this item is incorporated by reference from Vroom's Proxy Statement for its 2025 Annual Meeting of Stockholders[767](index=767&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=145&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Annual Report - The exhibits include the company's Restated Certificate of Incorporation (Exhibit 3.2), Amended and Restated Bylaws (Exhibit 3.3), and the Warrant Agreement (Exhibit 10.34) related to the emergence from bankruptcy[771](index=771&type=chunk)[772](index=772&type=chunk) - Material contracts filed include the Loan and Security Agreement with Mudrick Capital Management (Exhibit 10.40) and various Warehouse Agreements for UACC (Exhibits 10.36-10.39)[774](index=774&type=chunk)[776](index=776&type=chunk) [Form 10-K Summary](index=151&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for its Form 10-K - None[779](index=779&type=chunk)

[FORM 8-K General Information](index=1&type=section&id=FORM_8-K_General_Information) This section provides an overview of the Form 8-K filing, detailing the registrant's identity and securities status [Registrant Information](index=1&type=section&id=Registrant_Information) This section provides the foundational identification details for Vroom, Inc. as the registrant, including its legal name, jurisdiction of incorporation, and primary contact information for the SEC filing - Registrant: **VROOM, INC.**[1](index=1&type=chunk) - Jurisdiction of incorporation: **Delaware**[1](index=1&type=chunk) - Principal executive offices: **4700 Mercantile Dr., Fort Worth, TX 76137**[1](index=1&type=chunk)[2](index=2&type=chunk) [Securities and Emerging Growth Status](index=2&type=section&id=Securities_and_Emerging_Growth_Status) This section outlines the company's registered securities and confirms its status regarding the 'emerging growth company' definition under the Securities Act of 1933 and the Exchange Act of 1934 Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, $0.001 par value per share | N/A | None | - Vroom, Inc. is **not an emerging growth company**[5](index=5&type=chunk) [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item_2.02_Results_of_Operations_and_Financial_Condition) This section details Vroom, Inc.'s preliminary unaudited financial results for Q4 2024, including cash and liquidity [Preliminary Q4 2024 Financial Update](index=2&type=section&id=Preliminary_Q4_2024_Financial_Update) Vroom, Inc. issued a press release on February 19, 2025, providing preliminary unaudited financial information for the quarter ended December 31, 2024, specifically detailing cash, excess liquidity, and disbursements related to its recapitalization transaction - Vroom, Inc. issued a press release on **February 19, 2025**[5](index=5&type=chunk) - The press release announced preliminary unaudited cash, excess liquidity, and disbursements for the quarter ended **December 31, 2024**, related to its recapitalization transaction[5](index=5&type=chunk) - A copy of the press release is furnished as **Exhibit 99.1**[5](index=5&type=chunk) [Item 7.01. Regulation FD Disclosure](index=2&type=section&id=Item_7.01_Regulation_FD_Disclosure) This section covers Vroom, Inc.'s public disclosures, including Q4 2024 preliminary financial results and Nasdaq relisting updates [Q4 2024 Preliminary Financial Results & Investor Presentation](index=2&type=section&id=Q4_2024_Preliminary_Financial_Results_and_Investor_Presentation) On February 19, 2025, Vroom, Inc. made available a corporate slide presentation on its investor relations website, which includes preliminary unaudited financial results for the fourth quarter ended December 31, 2024 - The Company posted a corporate slide presentation with preliminary unaudited financial results for **Q4 2024** on **February 19, 2025**[6](index=6&type=chunk) - The presentation is available on its investor relations website[6](index=6&type=chunk) - The presentation is furnished as **Exhibit 99.2** to this Current Report on Form 8-K[6](index=6&type=chunk) [Nasdaq Relisting and Warrant Exploration](index=2&type=section&id=Nasdaq_Relisting_and_Warrant_Exploration) Vroom, Inc. announced the approval for relisting its common stock on the Nasdaq Global Market under the ticker symbol VRM, with trading anticipated to begin on February 20, 2025. The company is also evaluating the potential listing of its warrants on a national stock exchange - The Company received approval for relisting its common stock on the **Nasdaq Global Market**[7](index=7&type=chunk) - Common stock will trade under ticker symbol **VRM**, with trading expected to commence on **February 20, 2025**[7](index=7&type=chunk) - Vroom is exploring the potential listing of its warrants on a national stock exchange[7](index=7&type=chunk) [Disclaimers and Forward-Looking Statements](index=2&type=section&id=Disclaimers_and_Forward-Looking_Statements) This section outlines disclaimers regarding information filing status, preliminary financial data, and forward-looking statements [Information Filing Status Disclaimer](index=2&type=section&id=Information_Filing_Status_Disclaimer) This section clarifies that the information provided in Item 2.02 and Item 7.01, including the associated exhibits, is 'furnished' rather than 'filed' for SEC purposes, which impacts its liability under Section 18 of the Securities Exchange Act of 1934 and its incorporation by reference into other filings - Information in **Item 2.02** and **Item 7.01** (including Exhibits 99.1 and 99.2) is deemed 'furnished' and not 'filed'[8](index=8&type=chunk) - It is not subject to the liabilities of **Section 18 of the Securities Exchange Act of 1934**[8](index=8&type=chunk) - It shall not be deemed incorporated by reference in any filing unless expressly incorporated by specific reference[8](index=8&type=chunk) [Financial Disclosure Advisory](index=2&type=section&id=Financial_Disclosure_Advisory) The company advises that the preliminary financial results for Q4 2024 are estimated and unaudited, subject to change upon completion of financial closing and audit procedures, and should not be unduly relied upon as a substitute for full financial statements - Exhibits 99.1 and 99.2 contain estimated preliminary financial results for the fourth quarter ended **December 31, 2024**[9](index=9&type=chunk) - These estimates are unaudited and subject to variation due to the completion of financial closing and audit procedures[9](index=9&type=chunk) - Investors should not place undue reliance on this preliminary data as it is not a substitute for full interim or annual financial statements[9](index=9&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking_Statements) This section highlights that the report contains forward-looking statements, including those related to Nasdaq trading, which are based on management's current assumptions and involve inherent risks and uncertainties. The company explicitly states it undertakes no obligation to update these statements - The Current Report on Form 8-K contains forward-looking statements, including those regarding the commencement of trading of common stock on the **Nasdaq Global Market**[10](index=10&type=chunk) - These statements are based on management's current assumptions and involve known and unknown risks and uncertainties that could cause actual results to differ materially[10](index=10&type=chunk)[11](index=11&type=chunk) - Factors that could cause actual results to differ include inability to satisfy Nasdaq listing rules or generate sufficient liquidity[11](index=11&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=3&type=section&id=Item_9.01_Financial_Statements_and_Exhibits) This section lists all financial statements and exhibits furnished with the Form 8-K, including press releases and presentations [List of Exhibits](index=3&type=section&id=List_of_Exhibits) This section provides a list of all exhibits furnished with the Form 8-K, which include the press release and earnings presentation related to the preliminary Q4 2024 financial results, as well as the interactive data file Exhibits Furnished | Exhibit No. | Description | | :------------ | :------------------------------------------ | | 99.1 | Press Release dated February 19, 2025 | | 99.2 | Earnings Presentation for the Quarter Ended December 31, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section formally attests to the authorization and signing of the report by Vroom, Inc.'s Chief Executive Officer [Company Signatures](index=3&type=section&id=Company_Signatures) This section formally attests that the report has been duly authorized and signed on behalf of Vroom, Inc. by its Chief Executive Officer, Thomas H. Shortt, on February 19, 2025 - The report was signed on behalf of **VROOM, INC.** by **Thomas H. Shortt**[14](index=14&type=chunk)[15](index=15&type=chunk) - Thomas H. Shortt holds the position of **Chief Executive Officer**[15](index=15&type=chunk) - The report was signed on **February 19, 2025**[15](index=15&type=chunk)

以下文章来源于硅兔君 ，作者Amelie 硅兔君 . 50万创投人关注的硅谷科技风向标 退场大戏上演。 作者 | Amelie 来源 | 硅兔君 （ID：gh_1faae33d0655） 2024倒下的那些科技巨人 新年伊始，这个冬季的裁员潮还在继续。 根据独立裁员追踪机构Layoffs.f y i 的数据，继前两年大幅裁员后，2024年美国457家科技 公司裁员超过13万。特斯拉、亚马逊、谷歌、TikTok、Snap和微软等公司在 2024 年头几 个月进行了大规模裁员；规模较小的初创公司也经历了相当数量的裁员，有些甚至完全关闭了 业务。 同时，2024年美国申请破产的各大小公司接近700家，创近十四年内破产数量新高。 "失败乃成功之母"这句话，我们也许从小到大听过无数遍，但直面真正失败的时候，有多少人 能从中看到通往成功的那些隐喻？尤其是对于任何想要进入商业世界的人来说，了解创业失败 背后的数字和原因甚至比摸索赚钱商机更为重要。虽然有数据显示，90% 的初创公司都失败 了，但这并不意味着你将成为该统计数据的一部分。 2024年，北美的科技创业舞台上，一场接连不断的退场大戏正在上演，科技创业生态系统再 次经 ...