Vroom, Inc. — Call Transcript 2026

Good afternoon, welcome to the 2026 annual meeting of stockholders for Vroom, Inc. I will now turn the line over to Thomas Shortt. Mr. Shortt? Thank you. Good afternoon. I'm Tom Shortt, Chief Executive Officer and member of the Board of Directors of Vroom, Inc. I will be serving as the Chair of today's meeting in place of Robert Mylod Jr., the Chair of our Board of Directors of Vroom and Chair of the Audit Committee. I'm very happy to welcome you to our 2026 annual meeting of stockholders. Before I call the meeting to order, I would like to introduce to you the other members of our Board and the officers of the company who are with us today. The other members of the Board in attendance are Robert Krakowiak, Vice Chair of the Board of Directors, Timothy Crow, Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, Michael Farello, Laura O'Shaughnessy, and Nikul Patel. In addition, participating today are Jon Sandison, our Chief Financial Officer, and Anna-Lisa Corrales, our Chief Legal Officer, Chief Compliance Officer, and Secretary. I would also like to introduce Nathan Barnes of RSM US LLP, the company's independent auditor, who will have the opportunity to make a statement and who will be available to respond to appropriate questions during the question and answer portion of the meeting. Matthew Pietroforte is also in attendance, a member of the Board of Directors. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of annual meeting and proxy statement. The polls opened today, June 11th, 2026, at 3:00 P.M. Eastern Time for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. On the virtual meeting webpage, you will find the agenda for the meeting. You will also find the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. Our corporate secretary will file the proof of mailing of notice of the meeting with the records of the meeting. All stockholders of record at the close of business on April 16th, 2026, or holders of a valid proxy are entitled to vote at the meeting. A complete list of the holders of record of the outstanding shares of the company's common stock on the record date for the meeting is available on your screen if you have logged into the meeting using your 16-digit control number. At this time, I would like to introduce Lou Larson, a representative of Broadridge Financial Solutions. The Board of Directors has appointed a representative of Broadridge Financial Solutions to act as Inspector of Election at today's meeting. Lou Larson has signed the customary oath of office to execute his duty with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. There are three proposals to be considered by the stockholders at this meeting. The company recommends that the stockholders vote for each of the nominees in proposal one, for proposal two, and for proposal three. First item of business is the election of each of Robert Mylod Jr., Timothy Crow, Michael Farello, Robert Krakowiak, Nikul Patel, Matthew Pietroforte, and Thomas Shortt as directors of the company for a term of office expiring at the annual meeting of stockholders to be held in 2027. The second item of business is the ratification of the Audit Committee's appointment of RSM US LLP as the independent registered public accounting firm of the company for the year ended December 31st, 2026. The third and final item of business is the approval of the following resolution. Resolved that the company stockholders hereby approve on an advisory, non-binding basis the compensation of the company's named executive officers as disclosed in the company's proxy statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the section titled Executive Compensation and the Summary Compensation Table, and other related tables and disclosures. If you wish to vote and you haven't already done so, please vote now by clicking on the Voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet. We will pause for approximately 30 seconds before closing the voting polls. The time is now 3:07 P.M. on June 11th, 2026, and the polls are now closed for voting. I have received a preliminary report of the Inspector of Elections to be kept with the company records of the annual meeting. Based on the preliminary report of the Inspector of Elections, each of Robert Mylod Jr., Timothy Crow, Michael Farello, Robert Krakowiak, Nikul Patel, Matthew Pietroforte, and Thomas Shortt have been elected as directors. The appointment of RSM US LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026, has been ratified and the resolution to approve on an advisory, non-binding basis the compensation of our named executive officers has been approved. The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. This meeting is now adjourned. Jon Sandison, our CFO, and I are now available to answer any questions. In addition, Mr. Barnes is available to answer any questions for our auditors. Please note that we will only be answering questions that are within the parameters of the rules of conduct, and only stockholders who have logged into the meeting using their 16-digit control number are able to submit a question through the area of the web portal. Ms. Corrales, are there any questions that have been submitted? No, there are no questions. Please proceed with your closing remarks. With that, ladies and gentlemen, this concludes our annual meeting. I want to thank you for attending and for your continued support of Vroom. Ladies and gentlemen, this concludes the meeting, and you may now disconnect.

Speaker 2: Good afternoon, welcome to the 2026 annual meeting of stockholders for Vroom, Inc. I will now turn the line over to Thomas Shortt. Mr. Shortt? Good afternoon, welcome to the 2026 annual meeting of stockholders for Vroom, Inc. I will now turn the line over to Thomas Shortt. good afternoon welcome to the 2026 annual meeting of stockholders for vroom inc i will now turn the line over to thomas shortt Mr. Shortt? mr shortt

Speaker 3: Thank you. Good afternoon. I'm Tom Shortt, Chief Executive Officer and member of the Board of Directors of Vroom, Inc. I will be serving as the Chair of today's meeting in place of Robert Mylod Jr., the Chair of our Board of Directors of Vroom and Chair of the Audit Committee. I'm very happy to welcome you to our 2026 annual meeting of stockholders. Before I call the meeting to order, I would like to introduce to you the other members of our Board and the officers of the company who are with us today. The other members of the Board in attendance are Robert Krakowiak, Vice Chair of the Board of Directors, Timothy Crow, Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, Michael Farello, Laura O'Shaughnessy, and Nikul Patel. Thank you. thank you Good afternoon. good afternoon I'm Tom Shortt, Chief Executive Officer and member of the Board of Directors of Vroom, Inc. I will be serving as the Chair of today's meeting in place of Robert Mylod Jr., the Chair of our Board of Directors of Vroom and Chair of the Audit Committee. i'm tom shortt chief executive officer and member of the board of directors of vroom inc i will be serving as the chair of today's meeting in place of robert mylod jr the chair of our board of directors of vroom and chair of the audit committee I'm very happy to welcome you to our 2026 annual meeting of stockholders. i'm very happy to welcome you to our 2026 annual meeting of stockholders Before I call the meeting to order, I would like to introduce to you the other members of our Board and the officers of the company who are with us today. before i call the meeting to order i would like to introduce to you the other members of our board and the officers of the company who are with us today The other members of the Board in attendance are Robert Krakowiak, Vice Chair of the Board of Directors, Timothy Crow, Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, Michael Farello, Laura O'Shaughnessy, and Nikul Patel. the other members of the board in attendance are robert krakowiak vice chair of the board of directors timothy crow chairman of the compensation committee and the nominating and corporate governance committee michael farello laura o'shaughnessy and nikul patel In addition, participating today are Jon Sandison, our Chief Financial Officer, and Anna-Lisa Corrales, our Chief Legal Officer, Chief Compliance Officer, and Secretary. I would also like to introduce Nathan Barnes of RSM US LLP, the company's independent auditor, who will have the opportunity to make a statement and who will be available to respond to appropriate questions during the question and answer portion of the meeting. Matthew Pietroforte is also in attendance, a member of the Board of Directors. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of annual meeting and proxy statement. The polls opened today, June 11th, 2026, at 3:00 P.M. Eastern Time for voting on all matters before the meeting. In addition, participating today are Jon Sandison, our Chief Financial Officer, and Anna-Lisa Corrales, our Chief Legal Officer, Chief Compliance Officer, and Secretary. in addition participating today are jon sandison our chief financial officer and anna-lisa corrales our chief legal officer chief compliance officer and secretary I would also like to introduce Nathan Barnes of RSM US LLP, the company's independent auditor, who will have the opportunity to make a statement and who will be available to respond to appropriate questions during the question and answer portion of the meeting. i would also like to introduce nathan barnes of rsm us llp the company's independent auditor who will have the opportunity to make a statement and who will be available to respond to appropriate questions during the question and answer portion of the meeting Matthew Pietroforte is also in attendance, a member of the Board of Directors. matthew pietroforte is also in attendance a member of the board of directors The meeting will now officially come to order. the meeting will now officially come to order We will proceed with the formal business of the meeting as set forth in the notice of annual meeting and proxy statement. we will proceed with the formal business of the meeting as set forth in the notice of annual meeting and proxy statement The polls opened today, June 11th, 2026, at 3:00 P.M. the polls opened today june 11th 2026 at 3:00 p.m Eastern Time for voting on all matters before the meeting. eastern time for voting on all matters before the meeting If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. On the virtual meeting webpage, you will find the agenda for the meeting. You will also find the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. Our corporate secretary will file the proof of mailing of notice of the meeting with the records of the meeting. All stockholders of record at the close of business on April 16th, 2026, or holders of a valid proxy are entitled to vote at the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. if you have not already voted and wish to vote the polls will remain open until we finish presenting the proposals and close the polls You do not need to vote during the meeting if you have already voted and do not wish to change your vote. you do not need to vote during the meeting if you have already voted and do not wish to change your vote On the virtual meeting webpage, you will find the agenda for the meeting. on the virtual meeting webpage you will find the agenda for the meeting You will also find the rules of conduct for today's meeting. you will also find the rules of conduct for today's meeting Please review these rules carefully. please review these rules carefully Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting Our corporate secretary will file the proof of mailing of notice of the meeting with the records of the meeting. our corporate secretary will file the proof of mailing of notice of the meeting with the records of the meeting All stockholders of record at the close of business on April 16th, 2026, or holders of a valid proxy are entitled to vote at the meeting. all stockholders of record at the close of business on april 16th 2026 or holders of a valid proxy are entitled to vote at the meeting A complete list of the holders of record of the outstanding shares of the company's common stock on the record date for the meeting is available on your screen if you have logged into the meeting using your 16-digit control number. At this time, I would like to introduce Lou Larson, a representative of Broadridge Financial Solutions. The Board of Directors has appointed a representative of Broadridge Financial Solutions to act as Inspector of Election at today's meeting. Lou Larson has signed the customary oath of office to execute his duty with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. A complete list of the holders of record of the outstanding shares of the company's common stock on the record date for the meeting is available on your screen if you have logged into the meeting using your 16-digit control number. a complete list of the holders of record of the outstanding shares of the company's common stock on the record date for the meeting is available on your screen if you have logged into the meeting using your 16-digit control number At this time, I would like to introduce Lou Larson, a representative of Broadridge Financial Solutions. at this time i would like to introduce lou larson a representative of broadridge financial solutions The Board of Directors has appointed a representative of Broadridge Financial Solutions to act as Inspector of Election at today's meeting. the board of directors has appointed a representative of broadridge financial solutions to act as inspector of election at today's meeting Lou Larson has signed the customary oath of office to execute his duty with strict impartiality. lou larson has signed the customary oath of office to execute his duty with strict impartiality We will file this oath with the records of the meeting. we will file this oath with the records of the meeting I have been informed that a quorum is present. i have been informed that a quorum is present Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. therefore i hereby declare this meeting to be duly constituted for the transaction of business We will now proceed with the formal business of this meeting. we will now proceed with the formal business of this meeting There are three proposals to be considered by the stockholders at this meeting. The company recommends that the stockholders vote for each of the nominees in proposal one, for proposal two, and for proposal three. First item of business is the election of each of Robert Mylod Jr., Timothy Crow, Michael Farello, Robert Krakowiak, Nikul Patel, Matthew Pietroforte, and Thomas Shortt as directors of the company for a term of office expiring at the annual meeting of stockholders to be held in 2027. The second item of business is the ratification of the Audit Committee's appointment of RSM US LLP as the independent registered public accounting firm of the company for the year ended December 31st, 2026. The third and final item of business is the approval of the following resolution. There are three proposals to be considered by the stockholders at this meeting. there are three proposals to be considered by the stockholders at this meeting The company recommends that the stockholders vote for each of the nominees in proposal one, for proposal two, and for proposal three. the company recommends that the stockholders vote for each of the nominees in proposal one for proposal two and for proposal three First item of business is the election of each of Robert Mylod Jr., Timothy Crow, Michael Farello, Robert Krakowiak, Nikul Patel, Matthew Pietroforte, and Thomas Shortt as directors of the company for a term of office expiring at the annual meeting of stockholders to be held in 2027. first item of business is the election of each of robert mylod jr timothy crow michael farello robert krakowiak nikul patel matthew pietroforte and thomas shortt as directors of the company for a term of office expiring at the annual meeting of stockholders to be held in 2027 The second item of business is the ratification of the Audit Committee's appointment of RSM US LLP as the independent registered public accounting firm of the company for the year ended December 31st, 2026. the second item of business is the ratification of the audit committee's appointment of rsm us llp as the independent registered public accounting firm of the company for the year ended december 31st 2026 The third and final item of business is the approval of the following resolution. the third and final item of business is the approval of the following resolution Resolved that the company stockholders hereby approve on an advisory, non-binding basis the compensation of the company's named executive officers as disclosed in the company's proxy statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the section titled Executive Compensation and the Summary Compensation Table, and other related tables and disclosures. If you wish to vote and you haven't already done so, please vote now by clicking on the Voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet. We will pause for approximately 30 seconds before closing the voting polls. The time is now 3:07 P.M. on June 11th, 2026, and the polls are now closed for voting. Resolved that the company stockholders hereby approve on an advisory, non-binding basis the compensation of the company's named executive officers as disclosed in the company's proxy statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the section titled Executive Compensation and the Summary Compensation Table, and other related tables and disclosures. resolved that the company stockholders hereby approve on an advisory non-binding basis the compensation of the company's named executive officers as disclosed in the company's proxy statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the sec including the section titled executive compensation and the summary compensation table and other related tables and disclosures If you wish to vote and you haven't already done so, please vote now by clicking on the Voting button on the web portal and following the instructions. if you wish to vote and you haven't already done so please vote now by clicking on the voting button on the web portal and following the instructions You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet. you do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet We will pause for approximately 30 seconds before closing the voting polls. we will pause for approximately 30 seconds before closing the voting polls The time is now 3:07 P.M. on June 11th, 2026, and the polls are now closed for voting. the time is now 3:07 p.m on june 11th 2026 and the polls are now closed for voting I have received a preliminary report of the Inspector of Elections to be kept with the company records of the annual meeting. Based on the preliminary report of the Inspector of Elections, each of Robert Mylod Jr., Timothy Crow, Michael Farello, Robert Krakowiak, Nikul Patel, Matthew Pietroforte, and Thomas Shortt have been elected as directors. The appointment of RSM US LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026, has been ratified and the resolution to approve on an advisory, non-binding basis the compensation of our named executive officers has been approved. The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. This meeting is now adjourned. Jon Sandison, our CFO, and I are now available to answer any questions. I have received a preliminary report of the Inspector of Elections to be kept with the company records of the annual meeting. i have received a preliminary report of the inspector of elections to be kept with the company records of the annual meeting Based on the preliminary report of the Inspector of Elections, each of Robert Mylod Jr., Timothy Crow, Michael Farello, Robert Krakowiak, Nikul Patel, Matthew Pietroforte, and Thomas Shortt have been elected as directors. based on the preliminary report of the inspector of elections each of robert mylod jr timothy crow michael farello robert krakowiak nikul patel matthew pietroforte and thomas shortt have been elected as directors The appointment of RSM US LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026, has been ratified and the resolution to approve on an advisory, non-binding basis the compensation of our named executive officers has been approved. the appointment of rsm us llp as the company's independent registered public accounting firm for the year ending december 31st 2026 has been ratified and the resolution to approve on an advisory non-binding basis the compensation of our named executive officers has been approved The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. the final tally of the votes will be published within four business days in a current report on form 8-k to be filed with the securities and exchange commission This meeting is now adjourned. this meeting is now adjourned Jon Sandison, our CFO, and I are now available to answer any questions. jon sandison our cfo and i are now available to answer any questions In addition, Mr. Barnes is available to answer any questions for our auditors. Please note that we will only be answering questions that are within the parameters of the rules of conduct, and only stockholders who have logged into the meeting using their 16-digit control number are able to submit a question through the area of the web portal. Ms. Corrales, are there any questions that have been submitted? In addition, Mr. Barnes is available to answer any questions for our auditors. in addition mr barnes is available to answer any questions for our auditors Please note that we will only be answering questions that are within the parameters of the rules of conduct, and only stockholders who have logged into the meeting using their 16-digit control number are able to submit a question through the area of the web portal. please note that we will only be answering questions that are within the parameters of the rules of conduct and only stockholders who have logged into the meeting using their 16-digit control number are able to submit a question through the area of the web portal Ms. Corrales, are there any questions that have been submitted? ms corrales are there any questions that have been submitted

Speaker 1: No, there are no questions. Please proceed with your closing remarks. No, there are no questions. no there are no questions Please proceed with your closing remarks. please proceed with your closing remarks

Speaker 3: With that, ladies and gentlemen, this concludes our annual meeting. I want to thank you for attending and for your continued support of Vroom. With that, ladies and gentlemen, this concludes our annual meeting. with that ladies and gentlemen this concludes our annual meeting I want to thank you for attending and for your continued support of Vroom. i want to thank you for attending and for your continued support of vroom

Speaker 2: Ladies and gentlemen, this concludes the meeting, and you may now disconnect. Ladies and gentlemen, this concludes the meeting, and you may now disconnect. ladies and gentlemen this concludes the meeting and you may now disconnect