Failure to Satisfy Listing Rule Form 8 K

On November 21, 2024, Vroom, Inc. ("Vroom" or the "Company") received written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that Nasdaq had determined to delist the Company's common stock, par value $0.001 per share (the "Common Stock"). Nasdaq reached its decision that the Company is no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of the Company's commencement of a voluntary proceeding (the "Prepackaged Chapter 11 Case") under Chapter 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended from time to time, on November 13, 2024. Pursuant to Nasdaq listing rules, the Company has the right to appeal Nasdaq's delisting determination.

The Notice states that trading of the Common Stock will be suspended at the opening of business on December 2, 2024, and a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission, which will remove the Common Stock from listing and registration on Nasdaq.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the suspension of trading of the Common Stock, the filing of the Form 25-NSE[, the Company's intention not to appeal Nasdaq's delisting determination,] the delisting of the Common Stock, [the trading of the Common Stock on the OTC Markets Group], and the timing of any of the foregoing. These statements are based on management's current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that if we are delisted, there is no assurance we will be able to satisfy an initial listing rule from Nasdaq or another national securities exchange; we are subject to risks and uncertainties associated with the Prepackaged Chapter 11 Case, as well as the other important risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, as updated by our Quarterly report on Form 10-Q for the quarter ended September 30, 2024, which is available on our Investor Relations website at ir.vroom.comand on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this Current Report on Form 8-K. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.