Vroom (NASDAQ: VRM) renews warehouse credit line to 2027 with new terms

Rhea-AI Filing Summary

Vroom, Inc. reported that its subsidiaries United Auto Credit Corporation and United Auto Financing Trust V entered into an amendment and restatement of their revolving warehouse credit agreement with Capital One and other parties. The amendment renews this warehouse credit facility and pushes the maturity date out to July 25, 2027, helping keep this source of funding in place for a longer period. While the aggregate borrowing capacity and other material terms remain the same, the facility now has a lower advance rate and higher tangible net worth and minimum liquidity requirements, which tighten the conditions Vroom must meet to borrow. The amendment also sets a funding termination date of August 28, 2026, after which no new borrowings can be made, and outstanding amounts could become due earlier if certain events of default or termination events occur.

Insights

Credit & capital structure analyst

Vroom extends key funding line to 2027 with somewhat tighter terms.

Vroom has amended and restated its warehouse credit facility used through subsidiaries United Auto Credit Corporation and United Auto Financing Trust V. The change extends the maturity date to July 25, 2027, which helps keep a committed funding source in place for longer, while leaving aggregate borrowing capacity and other material terms unchanged.

The amendment reduces the advance rate and raises tangible net worth and minimum liquidity requirements. This combination means Vroom must maintain a stronger balance sheet and more liquidity to access the same borrowing capacity, which can limit flexibility if performance weakens.

The funding termination date is set at August 28, 2026, after which new draws are no longer available, and the agreement notes that amounts outstanding could become due earlier if defined events of default or termination events occur. Future disclosures in company filings may provide more detail on how actively this facility is used over time.

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.

Understanding 8-K Material Events →

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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): August 29, 2025

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 1.01 Entry into a Material Definitive Agreement.

Warehouse Credit Facility Amendment

On August 29, 2025, Vroom, Inc.'s wholly-owned subsidiaries, United Auto Credit Corporation ("UACC") and United Auto Financing Trust V (the "Trust") entered into an amendment and restatement (the "Amendment") to that certain revolving credit agreement (the "Warehouse Credit Facility"), dated as of July 11, 2019, by and among UACC, as servicer and custodian, the Trust, as borrower, Capital One, N.A., as administrative agent, Computershare Trust Company, N.A., as backup servicer, and the lender parties thereto. The Amendment, among other changes, and subject to its terms and conditions, (i) renewed the Warehouse Credit Facility and amended the maturity date to July 25, 2027, (ii) reduced the advance rate; and (iii) increased tangible net worth and minimum liquidity requirements. The aggregate borrowing capacity and all other material terms of the Warehouse Credit Facility remain unchanged.

Pursuant to the Amendment, the funding termination date of the Warehouse Credit Facility is August 28, 2026, or earlier upon occurrence of defined termination events. The amounts outstanding could become due at an earlier date, if any of certain defined events of default were to occur.

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.

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:	August 29, 2025	By:	/s/ Thomas H. Shortt
			Name: Thomas H. Shortt Title: Chief Executive Officer

FAQ

What agreement did Vroom (VRM) enter into on August 29, 2025?

On August 29, 2025, Vroom, Inc. disclosed that its subsidiaries United Auto Credit Corporation and United Auto Financing Trust V entered into an amendment and restatement of their revolving Warehouse Credit Facility originally dated July 11, 2019, with Capital One, Computershare Trust Company, and lender parties.

What are the key changes to Vroom's warehouse credit facility?

The amendment renews the warehouse credit facility, moves the maturity date to July 25, 2027, reduces the advance rate, and increases tangible net worth and minimum liquidity requirements. The aggregate borrowing capacity and all other material terms remain unchanged.

When is the funding termination date for Vroom's warehouse credit facility?

The amendment sets the funding termination date of the warehouse credit facility as August 28, 2026, or earlier if defined termination events occur. After that date, no new borrowings can be made under the facility.

Can amounts under Vroom's warehouse credit facility become due early?

Yes. The filing states that amounts outstanding under the warehouse credit facility could become due at an earlier date if any of certain defined events of default or termination events occur.

Did Vroom change the borrowing capacity of the warehouse credit facility?

No. The filing notes that the aggregate borrowing capacity and all other material terms of the warehouse credit facility remain unchanged under the amendment.

Which Vroom entities are parties to the amended warehouse credit facility?

The parties include United Auto Credit Corporation as servicer and custodian, United Auto Financing Trust V as borrower, Capital One, N.A. as administrative agent, Computershare Trust Company, N.A. as backup servicer, and the lender parties thereto.