Beneficial Ownership Report · SCHEDULE 13D/A
Vroom, Inc.
VRMNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- Vroom, Inc.
- Company CIK
- 0001580864
- Street
- 4700 Mercantile Dr.
- City
- Fort Worth
- State / country code
- TX
- Postal code
- 76137
Statement details
- Amendment number
- 4
- Security class
- Common Stock, par value $0.001
- Event date
- 09/30/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- Jason Mudrick
- Phone
- 646 747-9500
- Street
- Mudrick Capital Management, L.P.
- Street (continued)
- 31 West 52nd St., 16th Floor
- City
- New York
- State / country code
- NY
- Postal code
- 10019
Reporting person 1
- Name
- Mudrick Capital Management, L.P.
- Reporting person CIK
- 0001655183
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- PN
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 3,982,846.00
- Percent of class
- 76.1
- Sole voting power
- 0.00
- Shared voting power
- 3,982,846.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 3,982,846.00
- Aggregate excludes certain shares
- N
- Comments
- Rows 8, 10 and 11 include 3,982,846 shares of common stock ("Common Stock") of Vroom, Inc. (the "Issuer") directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 2
- Name
- Mudrick Capital Management, LLC
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 3,982,846.00
- Percent of class
- 76.1
- Sole voting power
- 0.00
- Shared voting power
- 3,982,846.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 3,982,846.00
- Aggregate excludes certain shares
- N
- Comments
- Rows 8, 10 and 11 include 3,982,846 shares of Common Stock of the Issuer directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 3
- Name
- Jason Mudrick
- No reporting person CIK indication
- Y
- Citizenship / organization
- X1
- Reporting person type
- IN
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 3,982,846.00
- Percent of class
- 76.1
- Sole voting power
- 0.00
- Shared voting power
- 3,982,846.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 3,982,846.00
- Aggregate excludes certain shares
- N
- Comments
- Rows 8, 10 and 11 include 3,982,846 shares of Common Stock of the Issuer directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 4
- Name
- Mudrick Distressed Opportunity Fund Global, L.P.
- No reporting person CIK indication
- Y
- Citizenship / organization
- E9
- Reporting person type
- PN
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 1,058,822.00
- Percent of class
- 20.2
- Sole voting power
- 0.00
- Shared voting power
- 1,058,822.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 1,058,822.00
- Aggregate excludes certain shares
- N
- Comments
- Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 5
- Name
- Mudrick GP, LLC
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 1,058,822.00
- Percent of class
- 20.2
- Sole voting power
- 0.00
- Shared voting power
- 1,058,822.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 1,058,822.00
- Aggregate excludes certain shares
- N
- Comments
- Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Fund Global, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 6
- Name
- Mudrick Distressed Opportunity Drawdown Fund II, L.P.
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- PN
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 729,536.00
- Percent of class
- 13.9
- Sole voting power
- 0.00
- Shared voting power
- 729,536.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 729,536.00
- Aggregate excludes certain shares
- N
- Comments
- Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 7
- Name
- Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- PN
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 68,082.00
- Percent of class
- 1.3
- Sole voting power
- 0.00
- Shared voting power
- 68,082.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 68,082.00
- Aggregate excludes certain shares
- N
- Comments
- Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 8
- Name
- Mudrick Distressed Opportunity Drawdown Fund II GP, LLC
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 797,618.00
- Percent of class
- 15.2
- Sole voting power
- 0.00
- Shared voting power
- 797,618.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 797,618.00
- Aggregate excludes certain shares
- N
- Comments
- Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 9
- Name
- Mudrick Distressed Opportunity Drawdown Fund III, L.P.
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- PN
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 45,002.00
- Percent of class
- 0.9
- Sole voting power
- 0.00
- Shared voting power
- 45,002.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 45,002.00
- Aggregate excludes certain shares
- N
- Comments
- Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 10
- Name
- Mudrick Distressed Opportunity Drawdown Fund III GP, LLC
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 45,002.00
- Percent of class
- 0.9
- Sole voting power
- 0.00
- Shared voting power
- 45,002.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 45,002.00
- Aggregate excludes certain shares
- N
- Comments
- Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Drawdown Fund III, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 11
- Name
- Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- PN
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 201,805.00
- Percent of class
- 3.9
- Sole voting power
- 0.00
- Shared voting power
- 201,805.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 201,805.00
- Aggregate excludes certain shares
- N
- Comments
- Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 12
- Name
- Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 201,805.00
- Percent of class
- 3.9
- Sole voting power
- 0.00
- Shared voting power
- 201,805.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 201,805.00
- Aggregate excludes certain shares
- N
- Comments
- Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 13
- Name
- Mudrick Distressed Opportunity SIF Master Fund, L.P.
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- PN
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 182,936.00
- Percent of class
- 3.5
- Sole voting power
- 0.00
- Shared voting power
- 182,936.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 182,936.00
- Aggregate excludes certain shares
- N
- Comments
- Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Reporting person 14
- Name
- Mudrick Distressed Opportunity SIF GP, LLC
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 182,936.00
- Percent of class
- 3.5
- Sole voting power
- 0.00
- Shared voting power
- 182,936.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 182,936.00
- Aggregate excludes certain shares
- N
- Comments
- Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity SIF Master Fund, L.P. Row 13 is based on 5,234,356 shares of Common Stock of the Issuer outstanding as of August 3, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 4, 2026.
Item 1
Issuer
Vroom, Inc.
Security title
Common Stock, par value $0.001
Principal address
Comment
This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D originally filed by the Reporting Persons on January 22, 2025 and Amendment No. 3 on Schedule 13D ("Amendment No. 3") filed by the Reporting Persons on June 3, 2026, and relates to the common stock, par value $0.001 per share ("Common Stock"), of Vroom, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D and Amendment No. 3. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 4 shall have the meaning assigned to such term in the Schedule 13D.
Item 4
Purpose of transaction
This Item 4 of the Schedule 13D is amended and supplemented as follows: As disclosed by the Issuer in the Current Report on Form 8-K filed with the Commission on September 30, 2026, Vroom Automotive, LLC, a subsidiary of the Issuer ("Vroom Automotive"), amended and restated its limited liability company agreement (the "Vroom Automotive LLCA") and issued Vroom Automotive Preferred Units (as defined in the Form 8-K) to SPE HOLDINGS 2026-1, a Delaware statutory trust ("SPE Holdings"). In connection with the issuance of the Vroom Automotive Preferred Units, the Issuer, Vroom Automotive and SPE Holdings entered into a letter agreement with Mudrick Capital Management, L.P. ("MCM"), which amended and restated the letter agreement previously entered into among the Issuer, Vroom Automotive, SPE Holdings and MCM, dated as of January 16, 2026, and pursuant to which MCM agreed to vote (or cause to be voted) all shares of Common Stock beneficially owned by MCM in favor of any proposal to be voted upon at a meeting of the Issuer's stockholders or in writing relating to the redemption of the Vroom Automotive Preferred Units held by SPE Holdings in accordance with the terms of the Vroom Automotive LLCA. The description of the letter agreement is qualified in its entirety by reference to the full text of the agreement, which is attached to this Amendment No. 4 as Exhibit 1. On August 13, 2026, certain of the Reporting Persons acquired from the Issuer the remaining approximately $6.5 million in Senior Secured Delayed Draw Convertible Notes pursuant to the Exchange Agreement disclosed in Amendment No. 3, which notes become convertible on April 1, 2032, and in connection with certain specified corporate events.
Item 5
Number of shares
Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: The responses set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5. By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
Transactions
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except as set forth herein, the Reporting Persons have not effected any transactions in the Common Stock of the Issuer during the past 60 days.
Other persons with an interest
Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows: Under certain circumstances, partners, members or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities owned by such Reporting Person.
Date ownership ceased to exceed 5%
Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows: Not applicable.
Percentage of class
Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: The responses set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5. By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
Item 6
Contracts and arrangements
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The description of the letter agreement included in Item 4 of this Amendment No. 4 is incorporated by reference herein. The description of the letter agreement is qualified in its entirety by reference to the full text of the agreement, which is attached to this Amendment No. 4 as Exhibit 1.
Item 7
Filed exhibits
1. Letter Agreement among Vroom Automotive, LLC, Vroom, Inc., SPE HOLDINGS 2026-1, and Mudrick Capital Management, L.P. (filed herewith). 2. Joint Filing Agreement, dated as of January 22, 2025, by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 of the original Schedule 13D).
Signature 1
- Reporting person
- Mudrick Capital Management, L.P.
- Signed
- By: Mudrick Capital Management, LLC, its general partner /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 2
- Reporting person
- Mudrick Capital Management, LLC
- Signed
- /s/ Jason Mudrick
- Title
- Jason Mudrick
- Date
- 10/01/2026
Signature 3
- Reporting person
- Jason Mudrick
- Signed
- /s/ Jason Mudrick
- Title
- Jason Mudrick
- Date
- 10/01/2026
Signature 4
- Reporting person
- Mudrick Distressed Opportunity Fund Global, L.P.
- Signed
- By: Mudrick GP, LLC, its general partner /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 5
- Reporting person
- Mudrick GP, LLC
- Signed
- /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 6
- Reporting person
- Mudrick Distressed Opportunity Drawdown Fund II, L.P.
- Signed
- By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 7
- Reporting person
- Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.
- Signed
- By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 8
- Reporting person
- Mudrick Distressed Opportunity Drawdown Fund II GP, LLC
- Signed
- /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 9
- Reporting person
- Mudrick Distressed Opportunity Drawdown Fund III, L.P.
- Signed
- By: Mudrick Distressed Opportunity Drawdown Fund III GP, LLC, its general partner /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 10
- Reporting person
- Mudrick Distressed Opportunity Drawdown Fund III GP, LLC
- Signed
- /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 11
- Reporting person
- Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.
- Signed
- By: Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, its general partner /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 12
- Reporting person
- Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC
- Signed
- /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 13
- Reporting person
- Mudrick Distressed Opportunity SIF Master Fund, L.P.
- Signed
- By: Mudrick Distressed Opportunity SIF GP, LLC, its general partner /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Signature 14
- Reporting person
- Mudrick Distressed Opportunity SIF GP, LLC
- Signed
- /s/ Jason Mudrick
- Title
- Jason Mudrick/Sole Member
- Date
- 10/01/2026
Filed exhibits
- EXHIBIT 1 ↗tm2626755d1_ex1.htm
Company context
Vroom, Inc., which was incorporated under the laws of the State of Delaware in 2012, is a holding company that conducts its operations through its subsidiaries. Vroom, Inc. completed its initial public offering (“IPO”) in June 2020. On November 13, 2024, Vroom, Inc. entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “RSA”) and commenced a voluntary proceeding (the “Prepackaged Chapter 11 Case”) under Chapter 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended from time to time (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) under the name In re Vroom, Inc., Case No. 24-90571 (CML). On January 8, 2025, the Bankruptcy Court entered an order (a) approving the disclosure statement of Vroom, Inc. (the “Debtor”), (b) confirming the Prepackaged Plan of Reorganization of Vroom, Inc. under Chapter 11 of the Bankruptcy Code (the “Plan”), and (c) granting related relief (the “Confirmation Order”). On January 14, 2025, the conditions to the effectiveness of the Plan were satisfied or waived and the Plan became effective. The Company emerged from the Prepackaged Chapter 11 Case on January 14, 2025.