Sec Form 4 Filing - Shortt Thomas H @ Vroom, Inc. - 2025-01-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shortt Thomas H 2. Issuer Name and Ticker or Trading Symbol Vroom, Inc. [ VRM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O VROOM, INC., 4700 MERCANTILE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2025 (Street) FORT WORTH, TX76137 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/12/2025 A 287,949 ( 1 ) A $ 0 296,330 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (Right to buy) $ 60.95 01/14/2025( 3 ) A 214 01/14/2025 01/14/2030 Common Stock 214 $ 60.95 214 D Stock Options (Right to buy) $ 60.95 03/12/2025 A 129,700 ( 4 ) 03/12/2035 Common Stock 129,700 $ 60.95 129,700 D Stock Options (Right to buy) $ 45.7 03/12/2025 A 129,700 ( 4 ) 03/12/2035 Common Stock 129,700 $ 45.7 129,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shortt Thomas H C/O VROOM, INC. 4700 MERCANTILE DRIVE FORT WORTH, TX76137 X Chief Executive Officer Signatures /s /Anna-Lisa Corrales, Attorney-in-Fact for Shortt, Thomas H 03/14/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of restricted stock units RSUs, fifty percent of which will vest on January 16, 2029, and fifty percent of which will vest January 17, 2029, in each case subject to the Reporting Person's continued service on such date. Each RSU represents a contingent right to receive one share of common stock of the Issuer. ( 2 )The number of shares of common stock in this Form 4 reflect the automatic conversion of the prior common stock at a ratio of 1-for-5 in connection with the Issuer's emergence from bankruptcy on January 14, 2025, the Recapitalization. ( 3 )The warrants were issued to stockholders of the Issuer in connection with the Recapitalization. Each Warrant was immediately exercisable upon issuance. ( 4 )Twenty-five percent of the shares of common stock that are subject to the option will vest on March 12, 2026 and the remaining Seventy-five percent will vest in three equal installments on each January 14, 2027, January 14, 2028, and January 14, 2029, in each case subject to Reporting Person's continued service on such date.

Remarks: All share numbers reported in this Form 4 reflect an automatic conversion of the Common Stock at a ratio of 1-for-5 effectuated by the Amended and Restated Certificate of Incorporation adopted by the Issuer on January 14, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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