Vroom, Inc.
76.30%
3,967,251
1580864
92918V307
Jan 15, 2026
Jan 21, 2026, 06:24 PM
Reporting Persons (14)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Mudrick Capital Management, L.P. | Partnership | 76.30% | 3,967,251 | 0 | 3,967,251 |
| Mudrick Capital Management, LLC | Other | 76.30% | 3,967,251 | 0 | 3,967,251 |
| Jason Mudrick | Individual | 76.30% | 3,967,251 | 0 | 3,967,251 |
| Mudrick Distressed Opportunity Fund Global, L.P. | Partnership | 20.40% | 1,058,822 | 0 | 1,058,822 |
| Mudrick GP, LLC | Other | 20.40% | 1,058,822 | 0 | 1,058,822 |
| Mudrick Distressed Opportunity Drawdown Fund II GP, LLC | Other | 15.30% | 793,080 | 0 | 793,080 |
| Mudrick Distressed Opportunity Drawdown Fund II, L.P. | Partnership | 14.00% | 725,385 | 0 | 725,385 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. | Other | 3.90% | 200,657 | 0 | 200,657 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC | Other | 3.90% | 200,657 | 0 | 200,657 |
| Mudrick Distressed Opportunity SIF GP, LLC | Other | 3.50% | 182,936 | 0 | 182,936 |
| Mudrick Distressed Opportunity SIF Master Fund, L.P. | Partnership | 3.50% | 182,936 | 0 | 182,936 |
| Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. | Partnership | 1.30% | 67,695 | 0 | 67,695 |
| Mudrick Distressed Opportunity Drawdown Fund III, L.P. | Partnership | 0.90% | 44,746 | 0 | 44,746 |
| Mudrick Distressed Opportunity Drawdown Fund III GP, LLC | Other | 0.90% | 44,746 | 0 | 44,746 |
Disclosure Items (5)
Common Stock, par value $0.001
Vroom, Inc.
4700 Mercantile Dr., Fort Worth, TX, 76137
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 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.
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.
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.
Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows: Not applicable.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: As disclosed by the Issuer on January 21, 2026 in a Form 8-K filed with the Commission, on January 16, 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 therein) 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") 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 Vroom 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. 2 as Exhibit 1.
Exhibit 1: Letter Agreement between Vroom, Inc. and Mudrick Capital Management, L.P. (filed herewith)