Material Agreement, Bankruptcy, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 2.03 of this report is hereby incorporated by reference into this Item 1.01. Vroom, Inc. (the "Company") disclaims any implication that the agreements related to the transactions described in this report are other than agreements entered into the ordinary course of its business.

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

On February 5, 2026 (the "Closing Date"), United Auto Credit Corporation ("UACC"), a wholly owned subsidiary of the registrant, Vroom, Inc. ("Vroom"), entered into a series of agreements (the "ABS Transaction"). The ABS Transaction created, among other things, long-term obligations that are material to UACC. Pursuant to the ABS Transaction: (i) UACC sold to United Auto Credit Financing LLC (the "Depositor":), a wholly owned special purpose subsidiary of UACC, approximately $274,893,097 of subprime motor vehicle retail installment sales contracts (the "Receivables"), (ii) the 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"):

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-backed certificates in an aggregate nominal principal amount of $100,000 representing the residual interest in the Trust with the following characteristics (collectively, the "Certificates"):

The Trust is obligated to pay principal of and interest on the Notes on a monthly basis. Interest is payable at the fixed rates above on the outstanding principal balance of each of the Notes. Principal is payable by fixed amounts and 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 (i) 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 transactionsand constitutes a fair and reasonable price for the obligations to be performed by UACC.

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 such time as the aggregate outstanding principal balance of the Receivables is 10% or less of the initial aggregate balance of the Receivables, UACC will have the option to purchase the Trust estate at fair market value, provided that such purchase price is sufficient to cause the Notes to be redeemed and paid in full, and to cause other obligations of the Trust to be satisfied.