Vroom, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On September 30, 2026, Vroom Automotive, LLC (“Vroom Automotive”), a Delaware limited liability company and a subsidiary of Vroom, Inc. (the “Company”) holding intellectual property licenses and other financial assets, issued to SPE Holdings 2026-1, a Delaware statutory trust (“SPE Holdings”), 16,000 newly issued Series A1 preferred units (the “Series A1 Preferred Units”) and 4,000 newly issued Series B1 preferred units (the “Series B1 Preferred Units” and together with the Series A1 Preferred Units, the “Vroom Automotive Preferred Units”) for aggregate gross proceeds of $20,000,000. The Vroom Automotive Preferred Units are being issued pursuant to a Preferred Unit Purchase Agreement (the “Agreement”), dated as of September 30, 2026, by and among the Company, Vroom Automotive and SPE Holdings, and Vroom Automotive’s Third Amended and Restated Limited Liability Company Agreement (the “A&R LLC Agreement”), dated as of September 30, 2026, which amends and restates the existing LLC agreement and establishes the terms of the Vroom Automotive Preferred Units. The Vroom Automotive Preferred Units will be entitled to receive a quarterly preferential distribution, equal to the liquidation preference of such Vroom Automotive Preferred Units multiplied by a variable distribution rate, which will reset on each quarterly distribution date in an amount equal to the ninety (90) day average of the Secured Overnight Financing Rate (SOFR) plus a spread of 8.50% for Series A1 Preferred Units and 9.25% for Series B1 Preferred Units. The Series B1 Preferred Units are convertible into common units of Vroom Automotive at the option of SPE Holdings at any time. The Series A1 Preferred Units are not convertible. Vroom Automotive expects to use the proceeds from the transaction to repay certain obligations and to purchase residual interests in certain asset-backed securitization trusts. The foregoing descriptions of the Agreement and the A&R LLC Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Agreement and the A&R LLC Agreement, which are filed as exhibits 10.1 and 10.2 to this Current Report on Form 8-K (“Current Report”), respectively, and incorporated herein by reference. Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the benefits of and expected use of proceeds from the transaction discussed above, and the timing of the foregoing. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that our Long-Term Strategic Plan may not be successful, and may not lead to growth and enhanced profitability. For other factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which is available on our Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this Current Report. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.