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): ~~January~~February 1605, 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 1.01 Entry into a Material Definitive Agreement.

OnThe ~~January~~information ~~16,~~contained ~~2026,~~in ~~Vroom~~Item ~~Automotive~~2.03 ~~LLC~~of ~~(“Vroom~~this ~~Automotive”),~~report ais ~~Delaware~~hereby ~~limited~~incorporated ~~liability~~by ~~company~~reference ~~and~~into athis ~~subsidiary~~Item of 1.01. Vroom, Inc. (the “"Company”"), ~~holding~~disclaims ~~intellectual~~any ~~property~~implication ~~licenses~~that ~~and~~the ~~other~~agreements ~~financial~~related ~~assets, issued~~ to ~~SPE Holdings 2026-1, a Delaware statutory trust (“SPE Holdings”), 15,000 newly issued Series A preferred units (~~the ~~“Series~~transactions Adescribed ~~Preferred~~in ~~Units”)~~this ~~and~~report 7,500 newly issued Series B preferred units (the “Series B Preferred Units” and together with the Series A Preferred Units, the “Vroom Automotive Preferred Units”) for aggregate gross proceeds of $22,500,000. The Vroom Automotive Preferred Units are ~~being~~other ~~issued~~than ~~pursuant~~agreements toentered ainto ~~Preferred Unit Purchase Agreement (~~the ~~“Preferred~~ordinary ~~Unit~~course ~~Purchase Agreement”), dated as~~ of ~~January~~its 16, 2026, by and among the Company, Vroom Automotive and SPE Holdings, and Vroom Automotive’s Second Amended and Restated Limited Liability Company Agreement (the “A&R LLC Agreement”), dated as of January 16, 2026, which amends and restates the existing LLC agreement and establishes the terms of the Vroom Automotive Preferred Unitsbusiness.

TheItem Vroom2.03 AutomotiveCreation Preferred Units will be entitled to receive a quarterly preferential distribution, equal to the liquidation preference of such Vroom Automotive Preferred Units multiplied by a variableDirect distributionFinancial rate,Obligation whichor willan resetObligation onunder each quarterly distribution date in an amountOff-Balance equalSheet toArrangement the ninety (90) day average of the Secured Overnight Financing Rate (SOFR) plus a spread of 8Registrant.25% for Series A Preferred Units and 9% for Series B Preferred Units. The Series B Preferred Units are convertible into common units of Vroom Automotive at the option of the Counterparty at any time. The Series A Preferred Units are not convertible.

On February 5, 2026 (the "Closing Date"), United Auto Credit Corporation (“UACC”), a wholly owned subsidiary of the registrant, Vroom, ~~Automotive~~Inc. ~~expects~~(“Vroom”), entered into a series of agreements (the “ABS Transaction”). The ABS Transaction created, among other things, long-term obligations that are material to ~~use~~UACC. Pursuant to the ~~proceeds~~ABS ~~from~~Transaction: (i) UACC sold to United Auto Credit Financing LLC (the ~~transaction~~“Depositor”:), ~~for~~a wholly owned special purpose subsidiary of UACC, approximately $274,893,097 of subprime motor vehicle retail installment sales contracts (the ~~Company’s~~“Receivables”), ~~general~~(ii) ~~corporate~~the ~~purposes.~~Depositor subsequently sold the Receivables to United Auto Credit Securitization Trust 2026-1 (the “Trust”), a wholly owned special purpose subsidiary of the Depositor, (iii) the Trust issued $225,000,000 of asset-backed notes with the following characteristics (collectively, the “Notes”):

The foregoing descriptions of the Preferred Unit Purchase Agreement and the A&R LLC Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Preferred Unit Purchase Agreement and the A&R LLC Agreement, which are filed as exhibits 10.1 and 10.2 to this Current Report on Form 8-K (“Current Report”), respectively, and incorporated herein by reference.


Notes	Initial Principal Amount	Interest Rate
Class A	$100,350,000	4.41%
Class B	$40,130,000	4.63%
Class C	$25,970,000	5.06%
Class D	$40,000,000	5.65%
Class E	$18,550,000	7.77%

~~Forward~~and (iv) as security for the Notes, the Trust pledged the Receivables to Computershare Trust Company, N.A., as indenture trustee for benefit of the noteholders (the “Indenture Trustee”). The Trust additionally issued asset-~~Looking~~backed ~~Statements~~certificates in an aggregate nominal principal amount of $100,000 representing the residual interest in the Trust with the following characteristics (collectively, the “Certificates”):

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the benefits of and expected use of proceeds from the transaction discussed above, and the timing of the foregoing. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that our Long-Term Strategic Plan may not be successful, and may not lead to growth and enhanced profitability. For other factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this Current Report. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.


Certificates	Nominal Principal Amount
Non-RR Certificate	$62,956
RR Certificate	$37,044

~~Item~~The 9Trust is obligated to pay principal of and interest on the Notes on a monthly basis.01 ~~Financial~~Interest ~~Statements~~is payable at the fixed rates above on the outstanding principal balance of each of the Notes. Principal is payable by fixed amounts and ~~Exhibits~~in certain circumstances as described in the ABS Transaction. For purposes of complying with the risk retention regulations in Regulation RR of the Securities Exchange Act of 1934, as amended, the Depositor initially retained the Certificates and will retain the RR Certificates to the extent required by Regulation RR for the duration of the transaction. The fair value of the RR Certificates is expected to represent no less than 5.0% of the sum of the fair value of the Notes and the Certificates on the Closing Date. The Notes are obligations only of the Trust, and not of UACC nor the Depositor. None of the assets of the Trust, the Depositor or UACC are available to pay the obligations of any entity other than itself.

UACC will act as the servicer of the Receivables. As compensation for such servicing, UACC will receive a base monthly servicing fee of (di) ~~Exhibits~~ one-twelfth, times (ii) 3.25% of the aggregate principal balance of the Receivables as of the beginning of the related month, which is consistent with other similarly structured transactions and constitutes a fair and reasonable price for the obligations to be performed by UACC.

Exhibit No.		Description
10.1#		Preferred Unit Purchase Agreement, dated as of January 16, 2026 by and among the Company, Vroom Automotive LLC and SPE Holdings 2026-1
10.2#		Second Amended and Restated Limited Liability Company Agreement of Vroom Automotive LLC, dated as of January 16, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The ABS Transaction provides for certain events, referred to as "Events of Default", including but not limited to, failure by the Trust to pay principal or interest due on the Notes, material breach of representations or warranties or bankruptcy of the Trust. If such an event of default were to occur, the Indenture Trustee would have the right to accelerate the maturity of the Notes, declaring them immediately payable in full.

#At ~~Certain~~such ~~portions~~time as the aggregate outstanding principal balance of ~~this~~the ~~exhibit~~Receivables ~~(indicated~~is by10% ~~"[***]")~~or less of the initial aggregate balance of the Receivables, UACC will have ~~been~~the ~~omitted~~option ~~pursuant~~to purchase the Trust estate at fair market value, provided that such purchase price is sufficient to ~~Regulation~~cause ~~S-K~~the Notes to be redeemed and paid in full, ~~Item~~and ~~(601)(b)(10)~~to cause other obligations of the Trust to be satisfied.

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:	~~January~~February 206, 2026	By:	/s/ ~~Jon~~Thomas ~~Sandison~~H. Shortt
			Name: Jonathan SandisonTitle: Chief Financial Officer
			Name: Thomas H. ShorttTitle: Chief Executive Officer

Filing Compare · Vroom, Inc.