SCHEDULE: Mudrick Capital's 76.3% Vroom Stake & Voting Agreement

Mudrick Capital Management, L.P. and its affiliates now beneficially own 76.3% of Vroom, Inc. common stock and have entered a voting agreement related to preferred unit redemption.

Summary

• Mudrick Capital Management, L.P. and its affiliates collectively beneficially own 3,967,251 shares of Vroom, Inc. Common Stock.
• This represents 76.3% of the 5,199,620 outstanding shares of Vroom Common Stock as of November 6, 2025.
• The reporting persons may be deemed to constitute a 'group' under Rule 13d-5 of the Exchange Act.
• On January 16, 2026, Vroom Automotive LLC, a Vroom subsidiary, amended its limited liability company agreement and issued Vroom Automotive Preferred Units to SPE Holdings 2026-1.
• Mudrick Capital Management, L.P. entered into a letter agreement to vote all its beneficially owned Vroom Common Stock in favor of any proposal related to the redemption of these Vroom Automotive Preferred Units held by SPE Holdings.
• Vroom Parent is required to provide notice to SPE Holdings 2026-1 of any transaction necessitating a 382 Redemption.

Sentiment

Score: 6

Explanation: The filing indicates a significant, controlling stake by Mudrick Capital and a structured agreement for future corporate actions, suggesting active involvement and a strategic plan for Vroom's capital structure. The voting agreement provides stability for certain future transactions, which can be viewed positively for governance, but the underlying reason (382 Redemption) might imply past financial challenges.

Positives

• Mudrick Capital Management, a significant investor, is actively engaged in Vroom's corporate structure, indicating a vested interest in the company's future.
• The voting agreement provides clarity and support for future corporate actions related to the Vroom Automotive Preferred Units, potentially streamlining complex capital structure adjustments.

Risks

• The context of 'Section 382 Ownership Changes' suggests Vroom may be managing potential tax implications related to its net operating loss (NOL) carryforwards, which could be limited if certain ownership changes occur.

Future Outlook

The filing indicates a strategic arrangement for future corporate actions related to the redemption of Vroom Automotive Preferred Units, particularly concerning potential Section 382 ownership changes. Vroom Parent is obligated to provide advance notice to the investor regarding transactions that would trigger a 382 Redemption.

Industry Context

This filing primarily concerns a significant ownership stake and a specific corporate governance agreement within Vroom, Inc. The mention of 'Section 382 Ownership Changes' suggests Vroom may be actively managing its tax attributes, such as net operating losses (NOLs), a common practice for companies undergoing restructuring or facing financial challenges, which has been observed in parts of the online automotive retail sector.

Corporate Governance

Related Party Transactions

• Mudrick Capital Management, L.P., a significant beneficial owner of Vroom, Inc. (76.3%), entered into a letter agreement with Vroom, Inc., Vroom Automotive LLC, and SPE Holdings 2026-1, committing its voting power for specific future transactions related to preferred unit redemption. This constitutes a related party dealing due to Mudrick's substantial ownership and influence.

Stakeholder Impact

• Shareholders: Mudrick Capital's increased control (76.3%) means minority shareholders will have less influence on corporate decisions. The voting agreement ensures specific capital structure changes will likely pass, potentially impacting future equity value.
• Creditors: The issuance of preferred units and the management of Section 382 implications could affect the company's overall financial health and capital structure, which may indirectly influence creditor risk assessment.

Next Steps

• Vroom Parent is obligated to provide written notice to SPE Holdings 2026-1 at least 30 days prior to the consummation of any transaction requiring a 382 Redemption.
• Vroom Parent is obligated to provide written notice to SPE Holdings 2026-1 at least 10 business days after entering any definitive agreement regarding such a transaction.

Key Dates

Keywords

Vroom Inc, Mudrick Capital Management, Schedule 13D, Beneficial Ownership, Common Stock, Voting Agreement, Preferred Units, SPE Holdings, Corporate Governance, SEC Filing, Automotive Retail, Distressed Opportunity Fund, Section 382