Vroom Inc 2026年季度报告

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2026 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number:001-39315 (Exact Name of Registrant as Specified in Its Charter) 901112566(I.R.S. EmployerIdentification No.) 4700 Mercantile Dr.Fort Worth, TX 76137(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: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports), 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☐ 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☒No☐ As of May 12, 2026, 5,207,627 shares of the registrant's common stock were outstanding. TABLE OF CONTENTS Part I - Financial Information5Item 1.Financial Statements5Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025(unaudited)5Condensed Consolidated Statements of Operations for the Three Months Ended March 31,2026 and 2025 (unaudited)6Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders'Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)8Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31,2026 and 2025 (unaudited)9Notes to Condensed Consolidated Financial Statements (unaudited)11Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations60Item 3.Quantitative and Qualitative Disclosure About Market Risk69Item 4.Controls and Procedures69 Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,as amended (the "Exchange Act"), about us and our industry that involve substantial risks and uncertainties. Allstatements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, includingstatements regarding the impact of macroeconomic and geopolitical factors including tariffs and other trade restrictions,inflation, interest rates, Federal Reserve monetary policy, vehicle depreciation, international conflicts, energy price andsupply chain disruptions, our ability to continue as a going concern and the sufficiency of our existing cash, our futureresults of operations and financial condition, business strategy, and plans and objectives of management for futureoperations, including our Value Maximization Plan (as defined herein) and the ongoing activities of and potential growthof our UACC and CarStory businesses, our Long-Term Strategic Plan (as defined herein), the amendment and renewalof the Warehouse Credit Facilities (as defined herein), availability and maturity of the Delayed Draw Facility, theDelayed Draw Notes and the 2030 Notes (each as defined herein), the Vroom Automotive Preferred Units (as definedherein), including distributions, conversion rights and redemption, our plans to optimize our dealer network and growour automotive fi