Vroom(VRM) - 2024 Q4 - Annual Results

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 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] - Jurisdiction of incorporation: Delaware[1] - Principal executive offices: 4700 Mercantile Dr., Fort Worth, TX 76137[1][2] 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] 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 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] - The press release announced preliminary unaudited cash, excess liquidity, and disbursements for the quarter ended December 31, 2024, related to its recapitalization transaction[5] - A copy of the press release is furnished as Exhibit 99.1[5] 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 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] - The presentation is available on its investor relations website[6] - The presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K[6] 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] - Common stock will trade under ticker symbol VRM, with trading expected to commence on February 20, 2025[7] - Vroom is exploring the potential listing of its warrants on a national stock exchange[7] Disclaimers and Forward-Looking Statements This section outlines disclaimers regarding information filing status, preliminary financial data, and forward-looking statements 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] - It is not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934[8] - It shall not be deemed incorporated by reference in any filing unless expressly incorporated by specific reference[8] 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] - These estimates are unaudited and subject to variation due to the completion of financial closing and audit procedures[9] - Investors should not place undue reliance on this preliminary data as it is not a substitute for full interim or annual financial statements[9] 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] - 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][11] - Factors that could cause actual results to differ include inability to satisfy Nasdaq listing rules or generate sufficient liquidity[11] 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 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 This section formally attests to the authorization and signing of the report by Vroom, Inc.'s Chief Executive Officer 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][15] - Thomas H. Shortt holds the position of Chief Executive Officer[15] - The report was signed on February 19, 2025[15]