Vroom extends warehouse credit facility, eases covenants

Vroom, Inc. amended its existing Warehouse Credit Facility through Amendment No. 29, executed by subsidiaries United Auto Credit Corporation and UACC Auto Financing Trust IV.

Rhea-AI Filing Summary

Vroom, Inc. amended its existing Warehouse Credit Facility through Amendment No. 29, executed by subsidiaries United Auto Credit Corporation and UACC Auto Financing Trust IV. The change extends the facility’s Commitment Termination Date from July 2, 2026 to June 2, 2027, giving the company more time to use this structured financing line.

The amendment also adjusts financial covenants by increasing the maximum permitted leverage ratio, simplifying and reducing the minimum tangible net worth requirement, updating the performance trigger framework, and revising the dynamic advance rate mechanism to allow a higher maximum advance rate. In connection with the amendment, Vroom Finance Holdings LLC entered into a Performance Guaranty in favor of the administrative agent, guaranteeing certain obligations under the Warehouse Credit Facility, while all other material terms remain unchanged.

Insights

Credit & capital structure analyst

Vroom extends key warehouse funding line and loosens covenants.

The amendment to Vroom’s Warehouse Credit Facility keeps this funding channel in place until June 2, 2027. That supports ongoing auto finance activity through UACC and the trust structure, using asset-backed borrowing rather than traditional corporate debt.

Key terms shift in a lender-accommodative way: the maximum permitted leverage ratio rises, the minimum tangible net worth threshold is simplified and reduced, and performance triggers and the dynamic advance rate framework are updated, with a higher maximum advance rate. These changes may allow more efficient balance-sheet usage against eligible assets.

Vroom Finance Holdings LLC now provides a Performance Guaranty covering certain obligations, concentrating more risk at the holding-company level. Actual impact will depend on how actively the company utilizes the extended facility under these updated terms in future reporting periods.

8-K Event Classification

2 items: 1.01, 2.03

2 items

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.

Key Figures

Amendment number: Amendment No. 29 Prior Commitment Termination Date: July 2, 2026 New Commitment Termination Date: June 2, 2027 +3 more

6 metrics

Amendment number Amendment No. 29 Latest amendment to Warehouse Credit Facility

Prior Commitment Termination Date July 2, 2026 Original end date before amendment

New Commitment Termination Date June 2, 2027 Extended end date under Amendment No. 29

Leverage ratio covenant Maximum permitted leverage ratio increased Financial covenant change under Amendment No. 29

Tangible net worth covenant Minimum threshold simplified and reduced Capital requirement under Warehouse Credit Facility

Advance rate Maximum advance rate increased Dynamic advance rate mechanism updated

Key Terms

Warehouse Credit Facility, Commitment Termination Date, leverage ratio, tangible net worth, +2 more

6 terms

Warehouse Credit Facility financial

"Amendment No. 29 to that certain Warehouse Agreement, dated as of November 19, 2013 (as amended, the “Warehouse Credit Facility”)"

A warehouse credit facility is a short-term loan line companies use to finance inventory, goods in transit, or newly made loans until those assets are sold, bundled, or converted into longer-term funding. Think of it as a temporary checkbook that keeps operations moving by covering costs upfront; investors watch it because heavy reliance or difficulty renewing the facility can signal liquidity stress, higher funding costs, or risk to future sales and cash flow.

Commitment Termination Date financial

"extends the Commitment Termination Date (as defined in Warehouse Credit Facility) from July 2, 2026 to June 2, 2027"

leverage ratio financial

"modifies certain financial covenants by (i) increasing the maximum permitted leverage ratio"

Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.

tangible net worth financial

"simplifying and reducing the minimum tangible net worth threshold"

dynamic advance rate mechanism financial

"updating the dynamic advance rate mechanism, thereby increasing the maximum advance rate"

Performance Guaranty financial

"Vroom Finance Holdings LLC entered into a Performance Guaranty in favor of the administrative agent"

A performance guaranty is a legally binding promise by a third party to fulfill a contract or cover losses if the primary party fails to meet its obligations. Like a cosigner or backup performer, it reduces the chance that a project, loan, or agreement will collapse, so investors treat it as a risk-reduction tool that can support creditworthiness, lower borrowing costs and influence the expected return on an investment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vroom (VRM) change in its Warehouse Credit Facility?

Vroom amended its Warehouse Credit Facility via Amendment No. 29. The update extends the Commitment Termination Date, loosens certain financial covenants, revises performance triggers, and adjusts the dynamic advance rate framework to allow a higher maximum advance rate while leaving other material terms unchanged.

How long is Vroom’s warehouse credit line now available under the amendment?

The amendment moves the Commitment Termination Date from July 2, 2026 to June 2, 2027. This extension provides Vroom and its United Auto Credit business additional time to fund auto finance assets through the Warehouse Credit Facility on existing structural terms.

Which financial covenants were modified for Vroom’s Warehouse Credit Facility?

The amendment increases the maximum permitted leverage ratio and simplifies and reduces the minimum tangible net worth threshold. It also updates the performance trigger framework and the dynamic advance rate mechanism, which together govern how much can be borrowed against underlying assets.

What is the new Performance Guaranty related to Vroom’s facility?

Vroom Finance Holdings LLC entered into a Performance Guaranty in favor of the administrative agent. Under this guaranty, the holding company guarantees certain obligations arising under the Warehouse Credit Facility, adding another layer of support for lenders to the structure.

Which Vroom subsidiaries are parties to the Warehouse Credit Facility amendment?

United Auto Credit Corporation and UACC Auto Financing Trust IV entered into Amendment No. 29 with the lenders, agents, and JPMorgan Chase Bank, N.A. as administrative agent. These entities serve as servicer, custodian, and borrower under the Warehouse Credit Facility framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 06:42 PM Learn about SEC filing dates

false000158086400015808642026-06-302026-06-30

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): June 30, 2026

____________________

VROOM, INC.

(Exact name of registrant as specified in its charter)

____________________

Delaware	001-39315	90-1112566
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
4700 Mercantile Dr. Fort Worth, Texas 76137
(Address of principal executive offices) (Zip Code)

(917) 451-9855
(Registrant’s telephone number, including area code)

N/A

(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 per share		VRM		The 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 ☐

1

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 1.01. Entry into a Material Definitive Agreement.

Warehouse Credit Facility Amendment

On June 30, 2026, Vroom, Inc.’s (the “Company’s”) wholly-owned subsidiaries United Auto Credit Corporation (“UACC”) and UACC Auto Financing Trust IV (the “Trust IV”), entered into Amendment No. 29 (“Amendment No. 29”) to that certain Warehouse Agreement, dated as of November 19, 2013 (as amended, the “Warehouse Credit Facility”), 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. 29 extends the Commitment Termination Date (as defined in Warehouse Credit Facility) from July 2, 2026 to June 2, 2027.

In addition, Amendment No. 29, among other changes, modifies certain financial covenants by (i) increasing the maximum permitted leverage ratio, (ii) simplifying and reducing the minimum tangible net worth threshold, (iii) updating the performance trigger framework, and (iv) updating the dynamic advance rate mechanism, thereby increasing the maximum advance rate. In addition, in connection with Amendment No. 29, Vroom Finance Holdings LLC ("VFH"), UACC's parent company, entered into a Performance Guaranty in favor of the administrative agent, dated as of the effective date of Amendment No. 29, pursuant to which VFH guarantees certain obligations under the Warehouse Credit Facility. All other material terms of the Warehouse Credit Facility remain unchanged.

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

The information provided under Item 1.01 is hereby incorporated by reference into this Item 2.03.

2

SIGNATURE

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.

Dated: July 6, 2026	VROOM, INC.
	By:	/s/ Thomas H. Shortt
	Name: Thomas H. Shortt
	Title: Chief Executive Officer

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