Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 16, 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"), 15,000 newly issued Series A preferred units (the "Series A Preferred Units") and 7,500 newly issued Series B preferred units (the "Series B Preferred Units" and together with the Series A Preferred Units, the "Vroom Automotive Preferred Units") for aggregate gross proceeds of $22,500,000. The Vroom Automotive Preferred Units are being issued pursuant to a Preferred Unit Purchase Agreement (the "Preferred Unit Purchase Agreement"), dated as of January 16, 2026, by and among the Company, Vroom Automotive and SPE Holdings, and Vroom Automotive's Second Amended and Restated Limited Liability Company Agreement (the "A&R LLC Agreement"), dated as of January 16, 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 8.25% for Series A Preferred Units and 9% for Series B Preferred Units. The Series B Preferred Units are convertible into common units of Vroom Automotive at the option of the Counterparty at any time. The Series A Preferred Units are not convertible.

Vroom Automotive expects to use the proceeds from the transaction for the Company's general corporate purposes.

The foregoing descriptions of the Preferred Unit Purchase 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 Preferred Unit Purchase 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.