Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Mudrick Capital Management, L.P. 2. Issuer Name and Ticker or Trading Symbol Vroom, Inc. [VRM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 31 WEST 52ND STREET, 16TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/14/2026 (Street) NEW YORK, NY 10019 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Convertible Notes

$13.68

05/14/2026

A

$8,000,000

04/01/2032(5)

06/30/2032

Common Stock

584,800(6)

(5)

$8,000,000

I

See notes(1)(2)(3)(4)(8)

Convertible Notes

$14.47

05/29/2026

A

$7,488,373

04/01/2032(5)

06/30/2032

Common Stock

517,515(7)

(5)

$15,488,373

I

See notes(1)(2)(3)(4)(8)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mudrick Capital Management, L.P. 31 WEST 52ND STREET 16TH FLOOR NEW YORK, NY 10019	X	X
Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. 31 WEST 52ND STREET 16TH FLOOR NEW YORK, NY 10019	X	X
Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC 31 WEST 52ND STREET 16TH FLOOR NEW YORK, NY 10019	X	X
Mudrick Distressed Opportunity SIF Master Fund, L.P. 31 WEST 52ND STREET 16TH FLOOR NEW YORK, NY 10019	X	X
Mudrick Distressed Opportunity SIF GP, LLC 31 WEST 52ND STREET 16TH FLOOR NEW YORK, NY 10019	X	X
Pietroforte Matthew 31 WEST 52ND STREET 16TH FLOOR NEW YORK, NY 10019	X

Signatures

See Exhibit 99.1**		06/03/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), Jason Mudrick , Mudrick Distressed Opportunity Fund Global, L.P. ("Global LP"), Mudrick GP, LLC ("Mudrick GP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II"), Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. ("Drawdown II SC"), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"), Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III"), Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III GP"), Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. ("DISL"),
(2)	Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), and Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP") and Matthew Pietroforte, who is a member of the Issuer's board of directors ("Board") and a Managing Director and Senior Analyst at MCM.
(3)	Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF.
(4)	MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, DISL GP and SIF GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM.
(5)	Pursuant to an Exchange and Subscription Agreement with the Issuer, dated as of May 14, 2026 (the "Exchange Agreement"), the Reporting Persons Senior Secured Delayed Draw Convertible Notes due 2032 ("Notes") that are convertible into shares of Common Stock pursuant to the terms of the Exchange Agreement and the terms of the Senior Secured Delayed Draw Convertible Note.
(6)	Represents shares of Common Stock into which the Notes may be converted in each case, subject to adjustment and other terms of the Notes as follows: 156,670 by Global LP.; 107,333 "acquired from the Issuer" by Drawdown II.; 10,017 by Drawdown II SC; 6,512 by Drawdown III; 29,691 by DISL.; 26,806 by SIF; and 247,771 by certain accounts managed by MCM.
(7)	Represents shares of Common Stock into which the Notes may be converted in each case, subject to adjustment and other terms of the Notes as follows: 137,735 by Drawdown II.; 12,854 by Drawdown II SC; 8,497 by Drawdown III; 38,101 by DISL.; and 320,328 by certain accounts managed by MCM.
(8)	The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit List: Joint Filer Information. This filing shall not be deemed an admission that any of the Reporting Persons is subject to Section 16 of the Exchange Act.
Remarks: Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. This Form 4 is the second of two Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, Mudrick Capital Management, L.P.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.