Vroom (VRM) Registration filing summary

Company overview and business model

• Operates as a holding company with two main businesses: United Auto Credit Corporation (UACC), an indirect automotive finance company, and CarStory, an AI-powered automotive data and digital services platform for dealers and OEMs.

• Discontinued ecommerce used vehicle dealership operations in January 2024 to focus on UACC and CarStory, and monetizing ecommerce technology and IP.

• UACC purchases and services retail installment sales contracts from automobile dealers nationwide; CarStory provides market data, merchandising, and analytics solutions.

Financial performance and metrics

• As of May 13, 2026, aggregate market value of outstanding common equity held by non-affiliates was approximately $21.2 million, based on 1,202,847 shares at $17.65 per share.

• No securities sold under General Instruction I.B.6 of Form S-3 in the prior 12 months.

• 5,207,627 shares of common stock outstanding as of May 12, 2026.

Use of proceeds and capital allocation

• Net proceeds from the offering will be used for general corporate purposes, including working capital to support UACC and CarStory.

• Pending use, proceeds may be invested in interest-bearing, investment-grade securities, certificates of deposit, or government securities.