Vroom Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024 901112566(I.R.S. EmployerIdentification No.) 4700 Mercantile Dr.Fort Worth,TX76137(Address of principal executive offices) (Zip code)(518)535-9125(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smallerreporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Accelerated filer☐Smaller reportingcompany☒Emerging growthcompany☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YES☐NO☒ As of June 28, 2024, the aggregate market value of the common stock of the registrant held by non-affiliates was $15.6millionbased on the closing price of the common stock on The Nasdaq Global Select Market of the Nasdaq Stock Market LLC on such As ofMarch 7, 2025,5,163,109shares of the registrants’ common stock were outstanding. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☒Yes☐No DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the information required to be furnished pursuant to Part III of this Annual Report on Form 10-K will be setforth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders whichwill be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year ended December31, 2024. TABLE OFCONTENTS Part IItem 1. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities54Reserved55Management’s Discussion and Analysis of Financial Condition and Results of Operations56Quantitative and Qualitative Disclosure About Market Risk73Financial Statements and Supplementary Data74Changes in and Disagreements with Accountants on Accounting and Financial Disclosure127Controls and Procedures127Other Information127Disclosure Regarding Foreign Jurisdictions that Prevent Inspections129 Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. Part IIIItem 10. Directors, Executive Officers, and Corporate Governance130Executive Compensation130Security Ownership of Certain