Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Legal Officer Transition

On July 23, 2024, Vroom, Inc. (the "Company") and Patricia Moran entered into a separation and consulting agreement (the "Separation and Consulting Agreement") in connection with her separation from the Company. Ms. Moran will cease her employment as the Company's Chief Legal Officer, General Counsel and Secretary, effective as of August 23, 2024 (the "Transition Date").

Pursuant to the Separation and Consulting Agreement, subject to, among other things, Ms. Moran's execution of a release of claims and continued compliance with applicable restrictive covenant obligations, she will be eligible for cash severance and COBRA continuation benefits consistent with the terms of the Company's previously disclosed Amended and Restated Vroom, Inc. Executive Severance Plan ("Severance Plan"). Effective as of the Transition Date, Ms. Moran will continue to provide services to the Company as a consultant for up to one year following the Transition Date, with Ms. Moran entitled to a consulting fee of $500 per hour. Ms. Moran's previously granted outstanding equity awards will continue to vest while she provides services to the Company and the post-termination exercise period of any vested outstanding stock options will be extended through the original expiration date of such options.

Additionally, on July 23, 2024, and effective as of the Transition Date, the Board appointed Anna-Lisa Corrales, the Company's former Chief Compliance Officer, as Chief Legal Officer, Chief Compliance Officer and Secretary.