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Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-12 · 55 added, 28 removed, 336 unchanged (20% of the section changed)

46 unchanged sentences

OTHER INFORMATION

During the quarter ended December 31, 2024, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S‑K) or non‑Rule 10b5‑1 trading arrangements (as defined in Item 408(c) of Regulation S‑K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of Credit Acceptance Corporation.

During the quarter ended December 31, 2025, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S‑K) or non‑Rule 10b5‑1 trading arrangements (as defined in Item 408(c) of Regulation S‑K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of Credit Acceptance Corporation, except for the following Rule 10b5-1 trading arrangements, each of which is intended to satisfy the affirmative defense of Rule 10b5-1(c), that were adopted or terminated during such quarter:

Name and Title of Director or Officer Action Date Aggregate Number of Securities to be Sold Pursuant to the Trading Arrangement Expiration Date of the Trading Arrangement (1)

Chief Marketing and Product Officer

Adoption 11/5/2025 Up to 1,159 shares of common stock underlying employee restricted stock units (2) 6/30/2026

Chief Marketing and Product Officer

Termination 12/15/2025 N/A (3) N/A (3)

(1) The trading arrangement permits transactions through and including the earlier of (i) the expiration date indicated and (ii) the date when all shares subject to the trading arrangement have been sold.

(2) The aggregate number of shares to be sold will be reduced by the number of shares released to us as payment of tax withholdings upon the vesting of restricted stock units and the settlement of restricted stock units in shares of common stock.

(3) On December 15, 2025, Mr.

Rostami terminated the trading arrangement he had adopted on November 5, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

Information is contained under the caption “Compensation of Executive Officers and Directors” in the Proxy Statement and is incorporated herein by reference.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

9 unchanged sentences

(b) For additional information regarding our equity compensation plans, including grants of restricted stock units, see Note 13 to the consolidated financial statements contained in Item 8 of this Form 10-K, which is incorporated herein by reference.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

78 unchanged sentences

Third Amendment to Loan and Security Agreement dated as of October 15, 2021 among the Company, CAC Warehouse Funding Corporation VI, and Flagstar Bank, FSB (incorporated by reference to Exhibit 4.121 to the Company’s Current Report on Form 8-K filed October 21, 2021).

Indenture dated as of October 28, 2021, between Credit Acceptance Auto Loan Trust 2021-4 and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.122 to the Company’s Current Report on Form 8-K filed November 2, 2021).

Sale and Servicing Agreement dated as of October 28, 2021 among the Company, Credit Acceptance Auto Loan Trust 2021-4, Credit Acceptance Funding LLC 2021-4, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.123 to the Company’s Current Report on Form 8-K filed November 2, 2021).

Backup Servicing Agreement dated as of October 28, 2021, among the Company, Credit Acceptance Funding LLC 2021-4, Credit Acceptance Auto Loan Trust 2021-4, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.124 to the Company’s Current Report on Form 8-K filed November 2, 2021).

Amended and Restated Trust Agreement dated as of October 28, 2021, between Credit Acceptance Funding LLC 2021-4 and U.S.

Bank Trust National Association (incorporated by reference to Exhibit 4.125 to the Company’s Current Report on Form 8-K filed November 2, 2021).

Sale and Contribution Agreement dated as of October 28, 2021, between the Company and Credit Acceptance Funding LLC 2021-4 (incorporated by reference to Exhibit 4.126 to the Company’s Current Report on Form 8-K filed November 2, 2021).

Indenture dated as of June 16, 2022, between Credit Acceptance Auto Loan Trust 2022-1 and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.94 to the Company’s Current Report on Form 8-K filed June 23, 2022).

Sale and Servicing Agreement, dated as of June 16, 2022, among the Company, Credit Acceptance Auto Loan Trust 2022-1, Credit Acceptance Funding LLC 2022-1, and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.95 to the Company’s Current Report on Form 8-K filed June 23, 2022).

Backup Servicing Agreement, dated as of June 16, 2022, among the Company, Credit Acceptance Funding LLC 2022-1, Credit Acceptance Auto Loan Trust 2022-1, and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.96 to the Company’s Current Report on Form 8-K filed June 23, 2022).

Amended and Restated Trust Agreement, dated as of June 16, 2022, among Credit Acceptance Funding LLC 2022-1, each of the initial members of the Board of Trustees of the Trust and U.S.

Bank Trust National Association (incorporated by reference to Exhibit 4.97 to the Company’s Current Report on Form 8-K filed June 23, 2022).

Sale and Contribution Agreement, dated as of June 16, 2022, between the Company and Credit Acceptance Funding LLC 2022-1 (incorporated by reference to Exhibit 4.98 to the Company’s Current Report on Form 8-K filed June 23, 2022).

Third Amendment to the Amended and Restated Loan and Security Agreement, dated as of June 16, 2022, among the Company, CAC Warehouse Funding LLC IV, Bank of Montreal, BMO Capital Markets Corp., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.100 to the Company’s Current Report on Form 8-K filed June 23, 2022).

62 unchanged sentences

(incorporated by reference to Exhibit 4.137 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023).

Loan and Security Agreement, dated as of November 30, 2023, among the Company, Credit Acceptance Funding LLC 2023-A, the lenders from time to time party thereto, Wells Fargo Bank, National Association, and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.138 to the Company’s Current Report on Form 8-K filed December 4, 2023).

Backup Servicing Agreement, dated as of November 30, 2023, among the Company, Credit Acceptance Funding LLC 2023-A, Wells Fargo Bank, National Association, and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.139 to the Company’s Current Report on Form 8-K filed December 4, 2023).

Sale and Contribution Agreement, dated as of November 30, 2023, between the Company and Credit Acceptance Funding LLC 2023-A (incorporated by reference to Exhibit 4.141 to the Company’s Current Report on Form 8-K filed December 4, 2023).

Indenture, dated as of December 21, 2023, between Credit Acceptance Auto Loan Trust 2023-5 and Computershare Trust Company, N.A.

64 unchanged sentences

Sale and Contribution Agreement, dated as of December 20, 2024, between the Company and Credit Acceptance Funding LLC 2024-B (incorporated by reference to Exhibit 4.169 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Indenture, dated as of February 28, 2025, among the Company, the Guarantors named therein, and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.145 to the Company’s Current Report on Form 8-K filed on February 28, 2025).

Indenture, dated as of March 27, 2025, between the Credit Acceptance Auto Loan Trust 2025-1 and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.146 to the Company’s Current Report on Form 8-K filed on April 2, 2025).

Sale and Contribution Agreement, dated as of March 27, 2025, between the Company and Credit Acceptance Funding 2025-1 (incorporated by reference to Exhibit 4.149 to the Company’s Current Report on Form 8-K filed April 2, 2025).

Amended and Restated Trust Agreement, dated as of March 27, 2025, among Credit Acceptance Funding LLC 2025-1, each of the initial members of the Board of Trustees of the Trust, and Computershare Delaware Trust Company (incorporated by reference to Exhibit 4.150 to the Company’s Current Report on Form 8-K filed on April 2, 2025).

Backup Servicing Agreement, dated as of March 27, 2025, among the Company, Credit Acceptance Funding LLC 2025-1, Credit Acceptance Auto Loan Trust 2025-1, and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.147 to the Company’s Current Report on Form 8-K filed on April 2, 2025).

Sale and Servicing Agreement, dated as of March 27, 2025, among the Company, Credit Acceptance Auto Loan Trust 2025-1, Credit Acceptance Funding LLC 2025-1, and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.151 to the Company’s Current Report on Form 8-K filed on April 2, 2025).

Indenture, dated as of December 19, 2023, among the Company, the Guarantors named therein, and U.S.

Bank Trust Company, National Association, as trustee (the “2028 Notes Indenture”) (incorporated by reference to Exhibit 4.142 to the Company’s Current Report on Form 8-K filed on December 19, 2023).

First Supplemental Indenture, dated as of February 28, 2025, among the Company, the Guarantors named therein, and U.S.

Bank Trust Company, National Association, as trustee, relating to the 2028 Notes Indenture (incorporated by reference to Exhibit 4.153 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2025).

Fourth Amendment to Loan and Security Agreement, dated as of August 18, 2022, among the Company, CAC Warehouse Funding LLC VI and Flagstar Bank, N.A.

(successor by conversion to Flagstar Bank, fsb) (incorporated by reference to Exhibit 4.154 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2025).

Fourteenth Amendment to Sixth Amended and Restated Credit Agreement, dated as of June 24, 2025, among the Company, Comerica Bank and the other banks signatory thereto, and Comerica Bank, as administrative agent for the banks (incorporated by reference to Exhibit 4.155 to the Company’s Current Report on Form 8-K filed on June 30, 2025).

Seventh Amendment to Loan and Security Agreement, dated as of July 11, 2025, among the Company, CAC Warehouse Funding LLC VI and Flagstar Bank, N.A.

(incorporated by reference to Exhibit 4.156 to the Company’s Current Report on Form 8-K filed on July 16, 2025).

Sixth Amendment to Amended and Restated Loan and Security Agreement, dated as of July 30, 2025, among the Company, CAC Warehouse Funding LLC IV, Bank of Montreal, BMO Capital Markets Corp.

and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.157 to the Company’s Current Report on Form 8-K filed on August 4, 2025).

Fourth Amendment to Loan and Security Agreement, dated as of September 19, 2025, among the Company, CAC Warehouse Funding LLC VIII, Citizens Bank, N.A.

and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.158 to the Company’s Current Report on Form 8-K filed on September 24, 2025).

Indenture, dated as of November 13, 2025, between Credit Acceptance Auto Loan Trust 2025-2 and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.159 to the Company’s Current Report on Form 8-K filed on November 17, 2025).

Sale and Contribution Agreement, dated as of November 13, 2025, between the Company and Credit Acceptance Funding LLC 2025-2 (incorporated by reference to Exhibit 4.162 to the Company’s Current Report on Form 8-K filed on November 17, 2025).

Backup Servicing Agreement, dated as of November 13, 2025, among the Company, Credit Acceptance Funding LLC 2025-2, Credit Acceptance Auto Loan Trust 2025-2, and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.160 to the Company’s Current Report on Form 8-K filed on November 17, 2025).

Amended and Restated Trust Agreement, dated as of November 13, 2025, among Credit Acceptance Funding LLC 2025-2, each of the initial members of the Board of Trustees of the Trust, and Computershare Delaware Trust Company (incorporated by reference to Exhibit 4.163 to the Company’s Current Report on Form 8-K filed on November 17, 2025).

Sale and Servicing Agreement, dated as of November 13, 2025, among the Company, Credit Acceptance Auto Loan Trust 2025-2, Credit Acceptance Funding LLC 2025-2, and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.164 to the Company’s Current Report on Form 8-K filed on November 17, 2025).

Sixth Amendment to Loan and Security Agreement and First Amendment to Backup Servicing Agreement, dated as of January 15, 2026, among the Company, Credit Acceptance Funding LLC 2021-1, and Fifth Third Bank, National Association (incorporated by reference to Exhibit 4.165 to the Company’s Current Report on Form 8-K filed on January 20, 2026).

Form of Restricted Stock Grant Agreement (incorporated by reference to Exhibit 10(q)(4) to the Company’s Current Report on Form 8-K filed February 28, 2007).*

25 unchanged sentences

Amendment, effective September 19, 2024, to the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan (incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024).*

Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024).*

Form of Restricted Stock Unit Award Agreement*

Executive Severance Agreement, dated as of October 27, 2025, between the Company and Vinayak Hegde*

Separation and Advisory Agreement, dated February 9, 2026, between the Company and Arthur Smith*

Separation and Advisory Agreement, dated February 9, 2026, between the Company and Daniel Ulatowski*

Securities trading policy.

20 unchanged sentences

CREDIT ACCEPTANCE CORPORATION

/s/ KENNETH S.

/s/ VINAYAK R.

Chief Executive Officer

2 unchanged sentences

Signature Title

/s/ KENNETH S.

BOOTH Chief Executive Officer and Director

Booth (Principal Executive Officer)

/s/ VINAYAK R.

HEGDE Chief Executive Officer and Director

Hegde (Principal Executive Officer)

MARTIN Chief Financial Officer

2 unchanged sentences

TRYFOROS Chair of the Board and Lead Director

/s/ KENNETH S.

BOOTH Director

/s/ GLENDA J.

FLANAGAN Director

/s/ VINAYAK R.

HEGDE Director

QUINN Director

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures