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Credit Acceptance (CACC) completes $450.0M non-recourse auto loan securitization

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Credit Acceptance Corporation completed a $450.0 million asset-backed non-recourse secured financing backed by approximately $562.6 million of consumer auto loans. The loans were sold to a special purpose entity and then to a trust that issued three classes of notes, with tranche sizes of $248,750,000, $91,320,000, and $109,930,000 at interest rates of 4.65%, 4.96%, and 5.28%. The financing is expected to have an average annualized cost of about 5.2%, will revolve for 24 months before amortizing with loan cash flows, and is intended to repay higher-cost debt and fund general corporate purposes. Credit Acceptance will earn a 4.0% servicing fee on loan cash flows, while the remaining 96.0%, after dealer holdback, services the notes and related costs under a non-recourse structure to the company.

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Insights

Credit Acceptance locks in $450M non-recourse ABS funding at a 5.2% cost.

Credit Acceptance completed a non-recourse auto loan securitization, issuing $450.0 million of notes backed by about $562.6 million of consumer loans. Three tranches carry coupons between 4.65% and 5.28%, with an expected average annualized cost of roughly 5.2% including upfront fees.

The structure revolves for 24 months, then amortizes with loan cash flows, which can help align debt repayment with asset performance. Because the debt is non-recourse to the company (beyond customary repurchase and indemnity obligations), losses are structurally contained at the trust level rather than the corporate balance sheet.

The company plans to use proceeds to repay higher-cost indebtedness and for general corporate purposes, potentially lowering interest expense. Investors may focus on future disclosures about asset performance triggers, such as the “indenture event of default” tied to cumulative collections versus projections over specified collection periods.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Financing size $450.0 million Asset-backed non-recourse secured financing
Underlying loans conveyed $562.6 million Consumer loans transferred to the trust
Class A notes $248,750,000 at 4.65% Average life 2.50 years, price 99.99851%
Class B notes $91,320,000 at 4.96% Average life 3.20 years, price 99.97864%
Class C notes $109,930,000 at 5.28% Average life 3.62 years, price 99.98232%
Expected financing cost 5.2% annualized Includes upfront fees and other costs
Revolving period 24 months Before amortization based on loan cash flows
Servicing fee 4.0% of cash flows On underlying consumer loans
asset-backed non-recourse secured financing financial
"entered into a $450.0 million asset-backed non-recourse secured financing"
special purpose entity financial
"conveyed consumer loans ... to a wholly owned special purpose entity"
A special purpose entity is a separate legal company created to hold specific assets, contracts or projects and keep their financial effects distinct from the main business—think of it as a sealed container or dedicated folder used for one task. Investors care because these entities can hide or isolate risks, liabilities, or cash flows from a parent company’s balance sheet, so understanding them helps assess true exposure, transparency and the real value of an investment.
dealer holdback financial
"amounts due to dealers for payments of dealer holdback"
A dealer holdback is a small portion of the proceeds from a securities offering that is reserved and later paid to broker-dealers as a delayed sales incentive or reimbursement for distribution costs. Think of it as a post-sale bonus to the middlemen who sold the new shares, similar to a store giving sales staff a commission after a big promotion. For investors, holdbacks affect how aggressively dealers sell new issues, can influence initial pricing and aftermarket liquidity, and therefore subtly shape short-term supply, demand and volatility in the stock.
clean-up call financial
"limited right to exercise a “clean-up call” option to purchase the consumer loans"
indenture event of default financial
"The Financing may be accelerated upon the occurrence of an “indenture event of default.”"
Understanding 8-K Material Events →
0000885550false00008855502026-05-052026-05-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):   May 5, 2026

CREDIT ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
000-20202
38-1999511
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
  25505 West Twelve Mile Road
Southfield,
Michigan
48034-8339
  (Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:   (248) 353-2700
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueCACCThe Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 1.01 Entry into a Material Definitive Agreement.

The information set forth below under Item 2.03 is hereby incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 5, 2026, Credit Acceptance Corporation (the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) entered into a $450.0 million asset-backed non-recourse secured financing (the “Financing”). Pursuant to this transaction, we conveyed consumer loans having a value of approximately $562.6 million to a wholly owned special purpose entity, Credit Acceptance Funding LLC 2026-1 (“Funding 2026-1”), which transferred those consumer loans to a trust, which issued three classes of notes:

Note ClassAmountAverage LifePriceInterest Rate
A$248,750,000 2.50years99.99851%4.65%
B$91,320,000 3.20years99.97864%4.96%
C$109,930,000 3.62years99.98232%5.28%

The Financing will:
•have an expected average annualized cost of approximately 5.2% including upfront fees and other costs;
•revolve for 24 months after which it will amortize based upon the cash flows on the conveyed loans; and
•be used by us to repay higher cost outstanding indebtedness and for general corporate purposes.

We will receive 4.0% of the cash flows related to the underlying consumer loans as a servicing fee to cover our servicing expenses. The remaining 96.0%, less amounts due to dealers for payments of dealer holdback, will be used to pay principal and interest on the notes as well as the ongoing costs of the Financing. The Financing is structured so as not to affect our contractual relationships with dealers and to preserve the dealers’ rights to future payments of dealer holdback.

The notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not and will not constitute an offer to sell or the solicitation of an offer to buy the notes.

The parties to the Financing are the Company, as servicer, Credit Acceptance Auto Loan Trust 2026-1, as issuer (the “Trust”), Funding 2026-1, as seller, and Computershare Trust Company, N.A., as trust collateral agent, indenture trustee, and backup servicer.

The Financing creates debt for which the Trust is liable and which is secured by all the assets of the Trust. Such debt is non-recourse to the Company (other than customary, limited recourse to the Company in the form of repurchase obligations or indemnification obligations for any violations by the Company of its representations or obligations as seller, servicer, or custodian), even though the Trust, Funding 2026-1, and the Company are consolidated for financial reporting purposes. Except for the servicing fee and payments due to dealers, if the Financing is amortizing, the Company does not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees, and other related costs have been paid in full. If the Financing is in its revolving period, Funding 2026-1 is entitled to the portion of such collections available after application of any amounts necessary to acquire additional consumer loans from the Company and to pay accrued interest on the debt and any other transaction expenses, provided that any necessary principal payments are made to compensate for reductions in the balance of eligible loans or reductions in forecasted collections. In addition, in its capacity as servicer of the consumer loans, the Company does have a limited right to exercise a “clean-up call” option to purchase the consumer loans from Funding 2026-1 and/or the Trust under certain specified circumstances.


The Financing may be accelerated upon the occurrence of an “indenture event of default.” An “indenture event of default” includes: a default by the Trust in the payment of interest or principal when due; any breach of covenant or any material breach of representation or warranty that is not cured within a specified time following notice; the occurrence of certain bankruptcy or insolvency events involving the Trust or Funding 2026-1; the failure of cumulative collections on the transferred assets to be more than a threshold percentage of cumulative projected collections for three consecutive collection periods; a transfer by Funding 2026-1 of its ownership of the Trust (other than as permitted by the transaction documents); the failure of Funding 2026-1 to observe in any material respect any of its limited purpose covenants after giving effect to notice and grace periods; the failure of the indenture trustee to have a valid and perfected first priority security interest in a material portion of the Trust’s property if such failure has not been cured within ten business days; the Issuer becoming an investment company within the meaning of the Investment Company Act of 1940; and the cessation of any transaction document to be in full force and effect.

The terms and conditions of this transaction are set forth in the agreements attached hereto as Exhibits 4.141 through 4.146 to this Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On May 5, 2026, we issued a press release regarding the Financing. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.Description
4.141
Indenture, dated as of May 5, 2026, between Credit Acceptance Auto Loan Trust 2026-1 and Computershare Trust Company, N.A.
4.142
Backup Servicing Agreement, dated as of May 5, 2026, among the Company, Credit Acceptance Funding LLC 2026-1, Credit Acceptance Auto Loan Trust 2026-1, and Computershare Trust Company, N.A.
4.143
Amended and Restated Intercreditor Agreement dated May 5, 2026, among the Company, CAC Warehouse Funding LLC II, CAC Warehouse Funding LLC IV, CAC Warehouse Funding LLC V, CAC Warehouse Funding LLC VI, CAC Warehouse Funding LLC VIII, Credit Acceptance Funding LLC 2026-1, Credit Acceptance Funding LLC 2025-2, Credit Acceptance Funding LLC 2025-1, Credit Acceptance Funding LLC 2024-B, Credit Acceptance Funding LLC 2024-3, Credit Acceptance Funding LLC 2024-2, Credit Acceptance Funding LLC 2024-1,Credit Acceptance Funding LLC 2024-A, Credit Acceptance Funding LLC 2023-5, Credit Acceptance Funding LLC 2023-3, Credit Acceptance Funding LLC 2023-2, Credit Acceptance Funding LLC 2023-1, Credit Acceptance Funding LLC 2022-3, Credit Acceptance Funding LLC 2022-2, Credit Acceptance Funding LLC 2022-1, Credit Acceptance Funding LLC 2021-4, Credit Acceptance Funding LLC 2021-1, Credit Acceptance Funding LLC 2019-2, Credit Acceptance Auto Loan Trust 2026-1, Credit Acceptance Auto Loan Trust 2025-2, Credit Acceptance Auto Loan Trust 2025-1, Credit Acceptance Auto Loan Trust 2024-3, Credit Acceptance Auto Loan Trust 2024-2, Credit Acceptance Auto Loan Trust 2024-1, Credit Acceptance Auto Loan Trust 2024-A, Credit Acceptance Auto Loan Trust 2023-5, Credit Acceptance Auto Loan Trust 2023-3, Credit Acceptance Auto Loan Trust 2023-2, Credit Acceptance Auto Loan Trust 2023-1, Credit Acceptance Auto Loan Trust 2022-3, Credit Acceptance Auto Loan Trust 2022-1, Computershare Trust Company, N.A., as trustee, Bank of Montreal, as agent, Fifth Third Bank, National Association, as agent, Flagstar Bank, National Association, as agent, Fifth Third Bank, N.A., successor by merger to Comerica Bank, as agent, and Citizens Bank, N.A., as agent.
4.144
Sale and Contribution Agreement, dated as of May 5, 2026, between the Company and Credit Acceptance Funding LLC 2026-1.
4.145
Amended and Restated Trust Agreement, dated as of May 5, 2026, among Credit Acceptance Funding LLC 2026-1, each of the initial members of the Board of Trustees of the Trust, and Computershare Delaware Trust Company.
4.146
Sale and Servicing Agreement, dated as of May 5, 2026, among the Company, Credit Acceptance Auto Loan Trust 2026-1, Credit Acceptance Funding LLC 2026-1, and Computershare Trust Company, N.A.
99.1
Press release dated May 5, 2026.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CREDIT ACCEPTANCE CORPORATION
Date: May 11, 2026By:/s/ Jay D. Martin
Jay D. Martin
Chief Financial Officer






Exhibit 99.1

image_0.jpg

CREDIT ACCEPTANCE ANNOUNCES COMPLETION OF
$450.0 MILLION ASSET-BACKED FINANCING
Southfield, Michigan – May 5, 2026 – Credit Acceptance Corporation (Nasdaq: CACC) (referred to as the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) announced today the completion of a $450.0 million asset-backed non-recourse secured financing (the “Financing”). Pursuant to this transaction, we conveyed loans having a value of approximately $562.6 million to a wholly owned special purpose entity which will transfer the loans to a trust, which will issue three classes of notes:
Note Class
Amount
Average Life
Price
Interest Rate
A
$
248,750,000 
2.50 years
99.99851 
%
4.65 
%
B
$
91,320,000 
3.20 years
99.97864 
%
4.96 
%
C
$
109,930,000 
3.62 years
99.98232 
%
5.28 
%
The Financing will:
•have an expected average annualized cost of approximately 5.2% including upfront fees and other costs;
•revolve for 24 months after which it will amortize based upon the cash flows on the conveyed loans; and
•be used by us to repay higher cost outstanding indebtedness and for general corporate purposes.

We will receive 4.0% of the cash flows related to the underlying consumer loans to cover servicing expenses. The remaining 96.0%, less amounts due to dealers for payments of dealer holdback, will be used to pay principal and interest on the notes as well as the ongoing costs of the Financing. The Financing is structured so as not to affect our contractual relationships with dealers and to preserve the dealers’ rights to future payments of dealer holdback.

The notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release does not and will not constitute an offer to sell or the solicitation of an offer to buy the notes. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933.

Description of Credit Acceptance Corporation

We make vehicle ownership possible by providing innovative financing solutions that enable automobile dealers to sell vehicles to consumers regardless of their credit history. Our financing programs are offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our financing programs, but who actually end up qualifying for traditional financing.  

Without our financing programs, consumers are often unable to purchase vehicles, or they purchase unreliable ones. Further, as we report to the three national credit reporting agencies, an important ancillary benefit of our programs is that we provide consumers with an opportunity to improve their lives by improving their credit score and move on to more traditional sources of financing. Credit Acceptance is publicly traded on the Nasdaq Stock Market under the symbol CACC. For more information, visit creditacceptance.com.


Investor Relations: Jay Brinkley
Senior Vice President & Treasurer
(248) 353-2700 Ext. 6739
IR@creditacceptance.com

Source: View Original Filing on SEC EDGAR

FAQ

What financing transaction did Credit Acceptance (CACC) complete on May 5, 2026?

Credit Acceptance completed a $450.0 million asset-backed non-recourse secured financing backed by about $562.6 million of consumer auto loans. A trust issued three classes of notes to investors under this structure.

How will Credit Acceptance use proceeds from the $450.0 million asset-backed financing?

The company plans to use the $450.0 million of financing mainly to repay higher-cost outstanding indebtedness and for general corporate purposes, potentially lowering overall funding costs while supporting ongoing business needs.

What are the key terms of the notes issued in Credit Acceptance’s 2026-1 auto loan trust?

The trust issued Class A, B, and C notes of $248,750,000, $91,320,000, and $109,930,000. Their stated interest rates are 4.65%, 4.96%, and 5.28%, with average lives of 2.50, 3.20, and 3.62 years, respectively.

What is the expected cost and revolving period of Credit Acceptance’s new financing?

The financing is expected to have an average annualized cost of about 5.2%, including upfront fees. It will revolve for 24 months, then amortize based on cash flows from the conveyed consumer loans.

How are cash flows from the securitized loans allocated in Credit Acceptance’s deal?

Credit Acceptance receives 4.0% of loan cash flows as a servicing fee. The remaining 96.0%, after dealer holdback, pays principal, interest, and ongoing transaction costs on the notes issued by the trust.

Are the notes in Credit Acceptance’s 2026 asset-backed deal recourse to the company?

The securitization debt is non-recourse to Credit Acceptance, aside from customary repurchase and indemnification obligations. The notes are secured by all assets of the issuing trust rather than the company’s broader balance sheet.

Filing Exhibits & Attachments

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