Vroom, Inc. 8-K

What Happened

• On February 5, 2026, United Auto Credit Corporation (UACC), a Vroom, Inc. subsidiary, completed an asset-backed securities (ABS) transaction that sold about $274,893,097 of subprime retail auto installment contracts into a newly formed securitization trust. The trust issued $225,000,000 of asset-backed notes to investors (Classes A–E) and nominal $100,000 of residual certificates representing the trust’s equity.
• The notes carry fixed interest rates by class (Class A $100,350,000 at 4.41%; Class B $40,130,000 at 4.63%; Class C $25,970,000 at 5.06%; Class D $40,000,000 at 5.65%; Class E $18,550,000 at 7.77%). UACC will act as servicer and receive a base servicing fee equal to one-twelfth of 3.25% of the receivables’ aggregate principal balance each month.

Key Details

• Receivables sold: ~$274,893,097. Notes issued: $225,000,000 total principal.
• Notes interest rates and principal by class: A $100.35M (4.41%), B $40.13M (4.63%), C $25.97M (5.06%), D $40.00M (5.65%), E $18.55M (7.77%).
• Risk retention: Depositor initially retained the certificates and will retain the RR certificate(s) so the retained interest’s fair value is at least 5.0% of the fair value of the notes plus certificates, to comply with Regulation RR.
• Credit structure & remedies: Notes are obligations only of the Trust (not of UACC or the Depositor). Events of default (e.g., missed payments, material breaches, Trust bankruptcy) could allow the indenture trustee to accelerate the notes. When receivables drop to ≤10% of the initial balance, UACC may have an option to purchase the trust estate at fair market value to redeem the notes.

Why It Matters

• This securitization creates material long-term obligations tied to the Trust and establishes a new external funding source for receivables, shifting credit exposure on the sold contracts to the securitization vehicle.
• Although the notes are obligations of the Trust (not UACC), Vroom/UACC remains economically connected through retained residual interest and its role as servicer (and receipt of servicing fees). The retained RR interest (minimum ~5% of the deal value) means Vroom keeps a stake in credit performance of the receivables.
• Investors should note the size ($225M notes against ~$274.9M receivables), fixed rates by tranche, servicing fees, and the potential repurchase option when receivables decline — all of which can affect Vroom’s funding flexibility and residual exposure to credit losses.