[SCHEDULE 13D/A] Vroom, Inc. Amended Major Shareholder Report

Rhea-AI Filing Summary

Mudrick Capital and affiliated funds report continued control of Vroom, Inc., beneficially owning 3,967,251 common shares, or 76.2% of the company, based on 5,207,627 shares outstanding as of May 12, 2026. The Amendment No. 3 notes there has been no change in the number of shares they own since the prior amendment; the percentage shifted only because Vroom’s total shares outstanding changed.

The filing also describes an Exchange and Subscription Agreement under which Mudrick Capital Management, L.P. agreed to acquire up to $22 million of Senior Secured Delayed Draw Convertible Notes due 2032. Of this, $8.0 million in notes were issued on May 14, 2026 by exchanging an existing delayed draw term loan, and another $7.5 million of notes were funded on May 29, 2026, leaving $6.5 million of remaining commitments. The notes pay 5.0% annual interest, payable quarterly, and are convertible on and after April 1, 2032 or upon certain corporate events at a conversion price equal to 120% of a reference price, with Vroom able to settle conversions in stock, cash, or a mix.

Insights

Credit and capital-structure analyst

Mudrick maintains majority control of Vroom while extending structured convertible financing.

Mudrick Capital and affiliated funds continue to beneficially own 3,967,251 Vroom shares, or 76.2%, with no change in share count from the prior amendment. The shift in ownership percentage stems from Vroom’s updated total of 5,207,627 shares outstanding as of May 12, 2026.

The filing highlights a structured financing via up to $22 million of Senior Secured Delayed Draw Convertible Notes due 2032. Notes carry a 5.0% annual coupon, paid quarterly, and a conversion price set at 120% of a reference price, giving creditors future equity optionality alongside downside protection from security and interest payments.

Initial issuance included $8.0 million exchanged from an existing delayed draw term loan and a further $7.5 million draw, leaving $6.5 million undrawn commitments. Actual dilution and capital structure impact will depend on future funding notices, Vroom’s use of the remaining commitment, and whether the notes are ultimately converted into equity after April 1, 2032 or upon specified corporate events.

Key Figures

Beneficial ownership: 3,967,251 shares Ownership percentage: 76.2% Shares outstanding: 5,207,627 shares +5 more

8 metrics

Beneficial ownership 3,967,251 shares Vroom common stock beneficially owned by Mudrick reporting group

Ownership percentage 76.2% Percent of Vroom common stock class represented by 3,967,251 shares

Shares outstanding 5,207,627 shares Vroom common shares outstanding as of May 12, 2026

Convertible note capacity $22 million Aggregate principal amount of Senior Secured Delayed Draw Convertible Notes

Initial notes exchange $8.0 million Notes issued May 14, 2026 in exchange for delayed draw term loan notes

Additional notes funded $7.5 million Notes acquired May 29, 2026 under subsequent funding notice

Remaining commitments $6.5 million Undrawn delayed draw commitments available to Vroom under the agreement

Coupon rate 5.0% per annum Interest rate on Senior Secured Delayed Draw Convertible Notes, paid quarterly

Key Terms

Senior Secured Delayed Draw Convertible Notes, Exchange and Subscription Agreement, beneficial ownership, Rule 13d-5, +1 more

5 terms

Senior Secured Delayed Draw Convertible Notes financial

"up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032"

Exchange and Subscription Agreement financial

"entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer"

beneficial ownership financial

"There has been no change in the number of shares of Common Stock beneficially owned by the Reporting Persons"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Rule 13d-5 regulatory

"may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act"

delayed draw term loan facility financial

"issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility"

A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.

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Available on EDGAR 06/03/2026 - 08:49 PM Accepted by SEC EDGAR 06/03/2026 - 08:49 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Vroom, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

92918V307

(CUSIP Number)

Jason Mudrick
Mudrick Capital Management L.P., 31 West 52nd St., 16th Floor
New York, NY, 10019
646 747-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,967,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,967,251.00

11

Aggregate amount beneficially owned by each reporting person

3,967,251.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,967,251 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 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,967,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,967,251.00

11

Aggregate amount beneficially owned by each reporting person

3,967,251.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,967,251 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 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Jason Mudrick

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,967,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,967,251.00

11

Aggregate amount beneficially owned by each reporting person

3,967,251.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include 3,967,251 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 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Fund Global, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,058,822.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,058,822.00

11

Aggregate amount beneficially owned by each reporting person

1,058,822.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,058,822.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,058,822.00

11

Aggregate amount beneficially owned by each reporting person

1,058,822.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

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 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 725,385.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 725,385.00

11

Aggregate amount beneficially owned by each reporting person

725,385.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 67,695.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 67,695.00

11

Aggregate amount beneficially owned by each reporting person

67,695.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 793,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 793,080.00

11

Aggregate amount beneficially owned by each reporting person

793,080.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

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 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund III, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 44,746.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 44,746.00

11

Aggregate amount beneficially owned by each reporting person

44,746.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity Drawdown Fund III GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 44,746.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 44,746.00

11

Aggregate amount beneficially owned by each reporting person

44,746.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

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 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 200,657.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 200,657.00

11

Aggregate amount beneficially owned by each reporting person

200,657.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13 is based on 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 200,657.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 200,657.00

11

Aggregate amount beneficially owned by each reporting person

200,657.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

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 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity SIF Master Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 182,936.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 182,936.00

11

Aggregate amount beneficially owned by each reporting person

182,936.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13 is based on 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 92918V307

1

Name of reporting person

Mudrick Distressed Opportunity SIF GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 182,936.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 182,936.00

11

Aggregate amount beneficially owned by each reporting person

182,936.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

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 5,207,627 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as set forth in the Form 10-Q filed by the Issuer with the Commission on May 15, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001
(b)	Name of Issuer: Vroom, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4700 Mercantile Dr., Fort Worth, TEXAS , 76137.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") amends the statement on Schedule 13D originally filed by the Reporting Persons on January 22, 2025 and Amendment No. 2 on Schedule 13D ("Amendment No. 2") filed by the Reporting Persons on January 21, 2026, and relates to the common stock, par value $0.0001 per share ("Common Stock"), of Vroom, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D and Amendment No. 2. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	This Item 3 of the Schedule 13D is amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 3 is incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: There has been no change in the number of shares of Common Stock beneficially owned by the Reporting Persons since the filing of Amendment No. 2. The percentages set forth in row 11 of the cover pages to Amendment No. 3 changed (but not materially) as a result of the change in the number of shares of the Issuer outstanding and 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, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 3 is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	1. 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). 2. Exchange and Subscription Agreement by and between Vroom, Inc. and the Investors, dated as of May 14, 2026 (incorporated herein by reference to Exhibit 10.8 of the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026). 3. Senior Delayed Draw Convertible Note, dated as of May 14, 2026 (filed herewith).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mudrick Capital Management, L.P.

Signature:	By: Mudrick Capital Management, LLC, its general partner
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Capital Management, LLC

Signature:	/s/ Mudrick Capital Management, LLC
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Jason Mudrick

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity Fund Global, L.P.

Signature:	By: Mudrick GP, LLC, its general partner
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick GP, LLC

Signature:	/s/ Mudrick GP, LLC
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

Signature:	/s/ Mudrick Distressed Opportunity Drawdown Fund II GP, LLC
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity Drawdown Fund III, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund III GP, LLC, its general partner
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity Drawdown Fund III GP, LLC

Signature:	/s/ Mudrick Distressed Opportunity Drawdown Fund III GP, LLC
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

Signature:	By: Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, its general partner
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC

Signature:	/s/ Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity SIF Master Fund, L.P.

Signature:	By: Mudrick Distressed Opportunity SIF GP, LLC, its general partner
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

Mudrick Distressed Opportunity SIF GP, LLC

Signature:	/s/ Mudrick Distressed Opportunity SIF GP, LLC
Name/Title:	Jason Mudrick/Sole Member
Date:	06/03/2026

FAQ

What ownership stake in Vroom (VRM) does Mudrick Capital report in this Schedule 13D/A?

Mudrick Capital and affiliated funds report beneficial ownership of 3,967,251 Vroom common shares, representing 76.2% of the company. This percentage is based on 5,207,627 shares outstanding as of May 12, 2026, as disclosed in Vroom’s recent Form 10-Q.

Did Mudrick Capital change its number of Vroom (VRM) shares in this amendment?

The filing states there has been no change in the number of Vroom common shares beneficially owned since Amendment No. 2. The reported ownership percentage changed only because Vroom’s total shares outstanding was updated in its May 2026 Form 10-Q.

What are the key terms of the up to $22 million Vroom convertible notes held by Mudrick?

Mudrick agreed to acquire up to $22 million of Senior Secured Delayed Draw Convertible Notes due 2032. The notes bear 5.0% annual interest, payable quarterly, and are convertible at 120% of a reference price, with Vroom able to settle conversions in stock, cash, or both.

How much of Vroom’s delayed draw convertible notes has Mudrick funded so far?

Mudrick acquired $8.0 million of notes on May 14, 2026, by exchanging existing delayed draw term loan notes, and an additional $7.5 million on May 29, 2026. This leaves $6.5 million of remaining delayed draw commitments available under the Exchange and Subscription Agreement.

When can Mudrick’s Vroom convertible notes be converted into common stock?

The notes may be converted by Mudrick on and after April 1, 2032, and can also become convertible upon certain specified corporate events. The conversion price for each note equals 120% of an applicable reference price determined at signing or each funding date.

How is the 76.2% Vroom ownership figure for Mudrick calculated in the filing?

The 76.2% figure comes from 3,967,251 Vroom common shares beneficially owned divided by 5,207,627 shares outstanding as of May 12, 2026. That outstanding share count is taken directly from Vroom’s Form 10-Q filed on May 15, 2026.