Vroom, Inc.: enters auto ABS and raises convertible note commitments

What happened

• The filing says that on Oct 15, 2026 United Auto Credit Corporation ("UACC"), a wholly owned subsidiary of Vroom, Inc., entered into a series of agreements (the "ABS Transaction") under which UACC sold approximately $292,059,710 of subprime motor vehicle retail installment sales contracts to a depositor and the depositor sold them to United Auto Credit Securitization Trust 2026-2 (the "Trust").
• The filing says the Trust issued $234,232,000 aggregate principal amount of asset-backed notes on the Closing Date with the following initial principal amounts and fixed interest rates: Class A $105,012,000 at 5.09%, Class B $41,610,000 at 5.90%, Class C $26,130,000 at 6.36%, Class D $42,210,000 at 7.37% and Class E $19,270,000 at 9.59%.

Key details

• The Trust pledged the Receivables to Computershare Trust Company, N.A., as indenture trustee, and the Notes are obligations solely of the Trust, not of UACC or the Depositor.
• For risk retention, the Depositor initially retained at least 5% of the initial principal amount of each class of Notes; UACC will act as servicer and will receive a base monthly servicing fee of 1/12 times 3.25% of the aggregate principal balance of the Receivables.
• The ABS Transaction contains Events of Default, including failure to pay principal or interest, material breaches of representations and warranties, or bankruptcy of the Trust; on default the Indenture Trustee may accelerate the Notes.
• The filing also says that on Oct 13, 2026 Vroom entered into a First Amendment to the Exchange and Subscription Agreement dated May 14, 2026 that increases aggregate commitments for the Company’s Senior Secured Delayed Draw Convertible Notes due 2032 from $50,000,000 to $60,000,000. The increased commitments were provided by Mudrick Capital Management, L.P. and Annox Capital, LLC. The filing identifies Mudrick as the Company’s controlling stockholder and Matthew J. Pietroforte as a Mudrick managing director who serves on Vroom’s board; it identifies Annox as controlled by Robert J. Mylod, Jr., the independent executive chair of the board. The filing says all other material terms of the Exchange and Subscription Agreement remain unchanged.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) for the Amendment to the Exchange and Subscription Agreement and Item 2.03 (creation of a direct financial obligation) for the ABS Transaction and the issuance of the Notes, which describe the contractual obligations, collateral and servicing arrangements created by those transactions.
• a filing does not show why the insider traded or why the company acted.