06/05/2026 | Press release | Distributed by Public on 06/05/2026 17:31
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Notes | $13.68 | 05/14/2026 | A | $15,500,000 | 04/01/2032 | 06/30/2032 | Common Stock | 1,133,040 | (1) | $15,500,000 | D | ||||
| Convertible Notes | $13.68 | 05/14/2026 | A | $5,000,000 | 04/01/2032 | 06/30/2032 | Common Stock | 365,497 | (1) | $5,000,000 | I | By Annox Capital, LLC(2) | |||
| Convertible Notes | $14.47 | 05/29/2026 | A | $1,337,209 | 04/01/2032 | 06/30/2032 | Common Stock | 92,412 | (1) | $16,837,209 | D | ||||
| Convertible Notes | $14.47 | 05/29/2026 | A | $1,337,209 | 04/01/2032 | 06/30/2032 | Common Stock | 92,412 | (1) | $6,337,209 | I | By Annox Capital, LLC(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MYLOD ROBERT J JR C/O VROOM, INC. 4700 MERCANTILE DRIVE FORT WORTH, TX 76137 |
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| /s/Anna-Lisa Corrales, Attorney-in-Fact for MYLOD ROBERT J JR | 06/05/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | On May 14, 2026, the Reporting Person and Annox Capital, LLC entered into an Exchange and Subscription Agreement with the Issuer (the "Exchange Agreement"), pursuant to which the Reporting Person and Annox Capital, LLC acquired Senior Secured Delayed Draw Convertible Notes due 2032, which 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. |
| (2) | The Reporting Person is the managing member of Annox Capital, LLC and as a result may be deemed to beneficially own the securities held of record by Annox Capital, LLC. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any. |