Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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) Delaware 901112566 (State or Other Jurisdiction of I ...

Tangible book value is a non-GAAP measure and represents total stockholders' equity of $116.6 million, excluding intangible assets of $12.4 million as of December 31, 2025. (1) Tom Shortt, Chief Executive Officer of Vroom, said, "For full year 2025, our adjusted net loss improved 57% from $115 million to $49 million, a $66 million improvement year over year, driven by our continued focus on our Long-Term Strategic Plan. During 2025, we continued to make tech investments to enhance our dealer and accounthold ...

$116.6 million stockholders' equity as of December 31, 2025NEW YORK, March 26, 2026 (GLOBE NEWSWIRE) -- Vroom, Inc. (Nasdaq:VRM) today announced financial results for the fourth quarter and fiscal year ended December 31, 2025. HIGHLIGHTS OF FOURTH QUARTER AND FULL YEAR 2025 $116.6 million stockholders' equity as of December 31, 2025 and $104.2 million tangible book value(1) as of December 31, 2025$129.3 million improvement in net loss and $66.0 million improvement in adjusted net loss(2) for full year 2025 ...

fourth quarter 2025 earnings Our financial results for the periods from January 1, 2025 through January 14, 2025 and the year ended December 31, 2024 are referred to as those of the "Predecessor" period. Our financial results for the period from January 15, 2025 through December 31, 2025 are referred to as those of the "Successor" period. Our results of operations as reported in our Condensed Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires tha ...

Group 1 - The article does not provide any relevant content regarding company or industry insights [1]

Financial Performance - The company reported a net loss from continuing operations of $27.1 million for the three months ended September 30, 2025, compared to a net loss of $37.7 million for the same period in 2024 [322]. - Adjusted net loss for the three months ended September 30, 2025, was $25.7 million, an improvement from $33.3 million in the prior year [322]. - The combined results for the nine months ended September 30, 2025, reflect a significant operational shift due to the emergence from the Prepackaged Chapter 11 Case, impacting comparability with prior periods [323]. - UACC's profitability is challenged by increased operating expenses and productivity issues, necessitating investments in IT systems and process improvements [328]. - The net loss from continuing operations for the three months ended September 30, 2025, was $27,142, a reduction of $10,602 or 28.1% from a loss of $37,744 in 2024 [344]. - Adjusted net loss increased by $5.9 million or 29.8% to $25.8 million for the three months ended September 30, 2025, from $19.9 million for the same period in 2024, primarily due to higher realized and unrealized losses and decreased interest income [370]. - Adjusted net income increased by $4.3 million or 120.4% to $0.7 million for the nine months ended September 30, 2025, compared to a loss of $3.6 million in the same period of 2024, mainly due to lower expenses [404]. Debt and Financing - The company issued $10.0 million aggregate principal amount of 5.00% unsecured Convertible Notes due 2030 on August 29, 2025 [292]. - The company emerged from the Prepackaged Chapter 11 Case on January 14, 2025, without any remaining long-term debt at the Vroom, Inc. level [295]. - As of September 30, 2025, UACC had three Warehouse Credit Facilities with an aggregate borrowing capacity of $600 million, expiring between June 2026 and August 2027, to support operational needs [331]. - UACC's outstanding borrowings related to Warehouse Credit Facilities were $269.8 million, with an aggregate borrowing limit of $600.0 million [427]. - UACC entered into a Risk Retention Financing Facility, with outstanding borrowings of $23.1 million as of September 30, 2025, and pledged $29.9 million of retained beneficial interests as collateral [424]. - The company has renewed multiple Warehouse Credit Facilities, with significant terms remaining unchanged, except for increased minimum liquidity covenants [426]. Revenue and Income - Interest income for the three months ended September 30, 2025, was $44,829, a decrease of $5,384 or 10.7% compared to $50,213 for the same period in 2024 [344]. - Total interest expense decreased by $2,032 or 13.2% to $13,315 for the three months ended September 30, 2025, down from $15,347 in 2024 [344]. - Noninterest income totaled $9,511 for the three months ended September 30, 2025, down $1,210 or 11.3% from $10,721 in 2024 [344]. - Total noninterest income for the nine months ended September 30, 2025, increased by $11,698 or 65.4% to $29,578 compared to $17,880 in 2024 [345]. - CarStory revenue decreased by $1.6 million or 53.4% to $1.3 million for the three months ended September 30, 2025, from $2.9 million for the same period in 2024, primarily due to the loss of a major customer [372]. - CarStory revenue decreased by $2.8 million or 31.5% to $6.0 million for the nine months ended September 30, 2025, from $8.8 million for the same period in 2024, primarily due to a change in service scope and loss of a major customer [401]. Operational Changes - The company aims to achieve pre-COVID Cumulative Net Losses (CNL) or lower, grow origination with pre-COVID CNL or lower, and lower operating costs as part of its long-term strategic plan [314]. - The company plans to enhance its lending program by using advanced models and analytics to predict losses and drive profitable growth [319]. - The company launched a native consumer mobile app in September 2024 to improve customer engagement and communication [319]. - The company has discontinued reporting through its Ecommerce and Wholesale segments, now organized into two reportable segments: UACC and CarStory [341]. - Seasonal trends indicate that used vehicle sales peak early in the year, influenced by income tax refunds, with increased funding activity during the first quarter [334]. Market Conditions - UACC's credit losses have been adversely affected by higher interest rates, inflation, and vehicle depreciation, leading to increased delinquency rates and losses for the nine months ended September 30, 2025 [327]. - The automotive finance market is experiencing volatility due to macroeconomic factors, including sustained inflation and fluctuating interest rates, impacting consumer sentiment and financing accessibility [335]. - The ongoing geopolitical conflicts and potential government shutdowns pose risks to capital access and overall business operations [338][339]. Cash Flow and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $12.4 million and restricted cash of $55.0 million [414]. - UACC anticipates that existing cash and cash equivalents, along with credit agreements, will support operations for at least the next twelve months [420]. - Net cash provided by operating activities from continuing operations increased to $50.6 million for the nine months ended September 30, 2025, compared to a net cash utilized of $(154.2) million for the same period in 2024 [430]. - Net cash flows from investing activities shifted from a net cash provided of $92.1 million in 2024 to $(81.8) million utilized in 2025, primarily due to a $319.7 million increase in originations of finance receivables held for investment [432]. - Net cash flows from financing activities increased to $22.4 million for the nine months ended September 30, 2025, up from $7.5 million in 2024 [433]. Asset Valuation and Intangibles - Identified intangible assets total $14.2 million, primarily consisting of technology, trade names, trademarks, and customer relationships, with significant assumptions including royalty rates and discount rates [448]. - The royalty rate for technology-based intangibles valued using the relief from royalty income approach is estimated at 5.0%, with a discount rate of 25% [450]. - Lease liabilities are measured as the present value of remaining lease payments, with incremental borrowing rates ranging from approximately 6.2% to 7.6% [451]. - Right of use asset values are estimated based on the corresponding lease liabilities [451].

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 ...

Core Insights - Vroom, Inc. reported a decrease in net loss and adjusted net loss year-over-year for Q3 2025, attributed to the implementation of its Long-Term Strategic Plan [5] - The company emerged from a voluntary Chapter 11 proceeding on January 14, 2025, applying fresh-start accounting, which significantly altered the valuation of its assets and liabilities [5][6] Financial Performance - Total available liquidity as of September 30, 2025, was $59.2 million, comprising $12.4 million in cash and cash equivalents, $11.8 million from warehouse credit facilities, and $35.0 million from a delayed draw facility [9] - The net loss from continuing operations for Q3 2025 was $(27.1) million, while the adjusted net loss was $(25.7) million [9] - Compared to the trailing twelve months ending September 30, 2024, there was a $94.3 million improvement in net loss and a $66.8 million improvement in adjusted net loss for the trailing twelve months ending September 30, 2025 [9] Income and Expenses - Interest income for Q3 2025 was $44.8 million, down from $50.2 million in Q3 2024, reflecting an 11.8% decrease [8][12] - Total interest expense decreased to $13.3 million from $15.3 million year-over-year, a reduction of 13.2% [8][12] - Total expenses for Q3 2025 were $24.8 million, significantly lower than $44.9 million in Q3 2024, marking a 38.5% decrease [10][12] Segment Performance - Noninterest income for Q3 2025 totaled $9.5 million, down from $10.7 million in Q3 2024, a decline of 11.3% [10] - CarStory revenue decreased to $1.3 million in Q3 2025 from $2.9 million in Q3 2024, representing a 53.4% decline [14] Stockholder Equity - As of September 30, 2025, stockholders' equity was reported at $126.6 million, with a tangible book value of $113.8 million [9]

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].

Financial Performance - The company reported a net loss from continuing operations of $8.932 million for the three months ended June 30, 2025, compared to a net loss of $19.104 million for the same period in 2024 [330]. - Adjusted net loss for the three months ended June 30, 2025, was $6.729 million, an improvement from an adjusted net loss of $14.973 million in the prior year [330]. - The net loss from continuing operations was $8,932, an improvement of $10,172 or 53.2% compared to a loss of $19,104 in the previous year [356]. - Adjusted net loss decreased by $3.0 million or 35.6% to $(5.3) million for the three months ended June 30, 2025, from $(8.3) million for the same period in 2024 [384]. - Adjusted net loss was $12.1 million for the six months ended June 30, 2025, compared to a loss of $24.8 million for the same period in 2024, reflecting an improvement of $12.7 million or 51.3% [403]. Revenue and Income - Interest income for the three months ended June 30, 2025, was $45,748, a decrease of $6,114 or 11.8% compared to $51,862 in the same period of 2024 [356]. - Total noninterest income for the six months ended June 30, 2025, increased by $12,908 or 180.3% to $20,067 compared to $7,159 in 2024 [358]. - CarStory revenue decreased by $1.1 million or 36.6% to $1.8 million for the three months ended June 30, 2025, from $2.9 million for the same period in 2024, primarily due to the loss of a major customer [386]. - CarStory revenue decreased by $1.2 million or 20.7% to $4.7 million for the six months ended June 30, 2025, from $5.9 million for the same period in 2024 [423]. Expenses and Cost Management - Total expenses decreased significantly by $15,646 or 33.7% to $30,796 for the three months ended June 30, 2025, down from $46,442 in 2024 [356]. - Compensation and benefits decreased by $3.1 million or 15.1% to $17.4 million for the three months ended June 30, 2025, from $20.5 million for the same period in 2024 [378]. - Total expenses decreased by $13.5 million or 19.9% to $54.1 million for the six months ended June 30, 2025, from $67.6 million for the same period in 2024 [403]. - Compensation and benefits expense decreased by $5.8 million or 14.7% to $33.5 million for the six months ended June 30, 2025, from $39.3 million for the same period in 2024 [403]. Debt and Financing - Vroom, Inc. emerged from the Prepackaged Chapter 11 Case on January 14, 2025, with no remaining long-term debt at the company level [300][301]. - As of June 30, 2025, UACC had four Warehouse Credit Facilities with a total borrowing capacity of $400 million, which are crucial for financing operations and receivables [340]. - UACC's ability to access capital is critical, with recent decreases in advance rates on borrowings potentially impacting liquidity [341]. - UACC entered into a $25.0 million delayed draw term loan facility with Mudrick Capital Management, which holds a 76.5% stake in the company [441]. Market Conditions and Strategic Initiatives - The ongoing inflationary environment and rising interest rates have made vehicle financing more costly, affecting consumer demand [346]. - Geopolitical conflicts and trade restrictions could negatively impact the automotive industry, leading to decreased demand for financed motor vehicle contracts [348]. - The company aims to achieve pre-COVID cumulative net losses or lower, grow origination with pre-COVID cumulative net losses or lower, and lower operating costs as part of its long-term strategic plan [321][326]. - UACC aims to optimize its dealer network and expand offerings to a broader credit spectrum, including a pilot program for near-prime consumers [344]. Asset Management and Valuation - The company has a comprehensive used vehicle information database with over 246 million vehicle identification numbers (VINs) and 4 billion vehicle photos, enhancing its analytics capabilities [316]. - The identified intangible assets were valued at $14.2 million, primarily consisting of technology, trade names, trademarks, and customer relationships [477]. - Significant assumptions affecting the fair value of finance receivables included prepayment speed, default rate, and recovery rate, primarily based on historical performance [471]. - The company classified finance receivables in the 2024-1 CFE as Level 3 of the fair value hierarchy due to limited marketability [475]. Cash Flow and Liquidity - Net cash provided by operating activities from continuing operations increased by $155.4 million, from $(126.0) million for the six months ended June 30, 2024, to $29.4 million for the six months ended June 30, 2025 [457]. - UACC's cash and cash equivalents at the end of the period were $67.2 million, compared to $61.4 million at the beginning of the period [456]. - UACC's ability to utilize Warehouse Credit Facilities is conditioned on maintaining certain financial covenants, including minimum tangible net worth and liquidity levels [453].