Vroom (NASDAQ: VRM) amends warehouse credit facilities to adjust covenants

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vroom, Inc. reported amendments to two warehouse credit facilities used by its United Auto Credit Corporation subsidiaries. For Warehouse Credit Facility One, Amendment No. 28 extends the Commitment Termination Date from June 2, 2026 to July 2, 2026, with all other material terms unchanged.

For Warehouse Credit Facility Two, Amendment No. 10 is effective as of March 31, 2026 and changes several terms. It reduces the advance rate on certain receivables, lowers the Minimum Tangible Net Worth covenant, adds undrawn committed availability under the Senior Secured Delayed Draw Convertible Note due 2032 to Available Liquidity, and updates the undrawn availability under the Mudrick Capital Facility, while keeping other material terms the same.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Commitment Termination Date: July 2, 2026 Amendment No. 10 effective date: March 31, 2026 Convertible note maturity: 2032

3 metrics

Commitment Termination Date July 2, 2026 Extended from June 2, 2026 under Warehouse Credit Facility One

Amendment No. 10 effective date March 31, 2026 Applies to Warehouse Credit Facility Two

Convertible note maturity 2032 Senior Secured Delayed Draw Convertible Note due 2032 counted in Available Liquidity

Key Terms

Warehouse Credit Facility One, Warehouse Credit Facility Two, Minimum Tangible Net Worth covenant, Available Liquidity, +2 more

6 terms

Warehouse Credit Facility One financial

"entered into Amendment No. 28 to that certain Warehouse Agreement ... ("Warehouse Credit Facility One")"

Warehouse Credit Facility Two financial

"entered into Amendment No. 10 to that certain Amended and Restated Warehouse Agreement ... (the "Warehouse Credit Facility Two")"

Minimum Tangible Net Worth covenant financial

"Amendment No. 10 ... reduced the Minimum Tangible Net Worth covenant"

Available Liquidity financial

"added undrawn committed availability ... to what constitutes Available Liquidity"

Available liquidity is the amount of cash and easily sold assets a company or market has on hand to meet short-term needs and execute trades without causing big price swings. Investors care because higher available liquidity means a company can pay bills, survive downturns, and lets buyers or sellers enter and exit positions quickly—think of it like the cash in your wallet that lets you cover an unexpected expense or jump on a good opportunity.

Senior Secured Delayed Draw Convertible Note due 2032 financial

"added undrawn committed availability under the Senior Secured Delayed Draw Convertible Note due 2032"

Mudrick Capital Facility financial

"updated the undrawn availability under the Mudrick Capital Facility"

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Understanding 8-K Material Events →

06/03/2026 - 04:57 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 29, 2026

    

VROOM, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39315	90-1112566
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4700 Mercantile Dr.
Fort Worth, Texas		76137
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (518) 535-9125

    

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	VRM	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Item 8.01 Other Events.

Amendment to Warehouse Credit Facility One

On May 29, 2026, Vroom, Inc. (the “Company”) through its wholly-owned subsidiaries, United Auto Credit Corporation (“UACC”) and UACC Auto Financing Trust IV (the “Trust IV”), entered into Amendment No. 28 (“Amendment No. 28”) to that certain Warehouse Agreement, dated as of November 19, 2013 (as amended, “Warehouse Credit Facility One”), by and among the Trust IV, as borrower, UACC, as servicer and custodian, the lenders party thereto, the agents party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

Amendment No. 28 extends the Commitment Termination Date (as defined in Warehouse Credit Facility One) from June 2, 2026 to July 2, 2026. All other material terms of the Warehouse Credit Facility One remain unchanged.

Amendment to Warehouse Credit Facility Two

On May 29, 2026, the Company’s wholly-owned subsidiaries, UACC and UACC Auto Financing Trust V (the “Trust V”), entered into Amendment No. 10 (the “Amendment No. 10”) to that certain Amended and Restated Warehouse Agreement, dated as of March 29, 2021 (as amended, the “Warehouse Credit Facility Two”), by and among the Trust V, as borrower, UACC, as servicer, custodian, and sole certificate holder, the lenders from time to time parties thereto, and Capital One, N.A., as administrative agent. Amendment No. 10 is effective as of March 31, 2026. Defined terms used but not defined in this Current Report on Form 8-K have the meaning set forth in Warehouse Credit Facility Two.

Amendment No. 10, among other changes, and subject to its terms and conditions, (i) reduced the advance rate applicable to certain receivables; (ii) reduced the Minimum Tangible Net Worth covenant; (iii) added undrawn committed availability under the Senior Secured Delayed Draw Convertible Note due 2032 to what constitutes Available Liquidity; and (iv) updated the undrawn availability under the Mudrick Capital Facility. All other material terms of the Warehouse Credit Facility Two remain unchanged.

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.


			VROOM, INC.

Date:	June 3, 2026	By:	/s/ Thomas Shortt
			Thomas Shortt Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change did Vroom (VRM) make to Warehouse Credit Facility One?

Vroom extended the Commitment Termination Date on Warehouse Credit Facility One from June 2, 2026 to July 2, 2026. This keeps the facility available for an additional month while leaving all other material terms unchanged.

What is Amendment No. 10 to Vroom’s Warehouse Credit Facility Two?

Amendment No. 10 updates Warehouse Credit Facility Two effective March 31, 2026. It adjusts the advance rate on certain receivables, lowers the Minimum Tangible Net Worth covenant, and modifies how certain undrawn facilities count toward Available Liquidity.

How does Vroom’s 2032 Senior Secured Delayed Draw Convertible Note affect liquidity?

Undrawn committed availability under Vroom’s Senior Secured Delayed Draw Convertible Note due 2032 is now included in Available Liquidity for Warehouse Credit Facility Two. This means unused capacity on that note can be counted when measuring liquidity under the facility’s terms.

What role does the Mudrick Capital Facility play in Vroom’s financing?

The undrawn availability under the Mudrick Capital Facility is updated in the definition of Available Liquidity for Warehouse Credit Facility Two. This change clarifies how remaining capacity under that facility factors into liquidity calculations, while other material terms of the warehouse line stay the same.

Which subsidiaries of Vroom are parties to the warehouse credit facilities?

Vroom’s wholly owned subsidiary United Auto Credit Corporation is servicer on both facilities, with UACC Auto Financing Trust IV as borrower under Warehouse Credit Facility One and UACC Auto Financing Trust V as borrower under Warehouse Credit Facility Two. Both trusts are central to these financing structures.

Filing Exhibits & Attachments

1 document