Vroom, Inc. reported the entry into a material definitive agreement on September 30, 2026. Under the terms of the transaction, Vroom Automotive, LLC—a Delaware limited liability company and a subsidiary of Vroom, Inc.—issued preferred units to SPE Holdings 2026-1, a Delaware statutory trust.
The issuance consisted of 16,000 newly issued Series A1 preferred units and 4,000 newly issued Series B1 preferred units. The total aggregate gross proceeds from the transaction were $20,000,000.
The preferred units were issued pursuant to a Preferred Unit Purchase Agreement dated September 30, 2026, and the Vroom Automotive’s Third Amended and Restated Limited Liability Company Agreement, which amends the company’s existing LLC agreement.
The Series A1 Preferred Units are entitled to receive a quarterly preferential distribution. This distribution rate is calculated as the liquidation preference multiplied by a variable rate, which resets quarterly based on the ninety-day average of the Secured Overnight Financing Rate (SOFR) plus a fixed spread. For the Series A1 Preferred Units, the spread is 8.50%, while the Series B1 Preferred Units have a spread of 9.25%.
The Series B1 Preferred Units are convertible into common units of Vroom Automotive at the option of SPE Holdings. The Series A1 Preferred Units are not convertible.
Vroom Automotive expects to use the proceeds from this transaction to repay certain obligations and to purchase residual interests in certain asset-backed securitization trusts.
