DRIVE AUTO RECEIVABLES TRUST 2025-2 Faces Legal Headwinds

TL;DR

DRIVE AUTO RECEIVABLES TRUST 2025-2's clean servicing report is overshadowed by a major lawsuit against its owner trustee, signaling potential systemic risk for ABS investors.

AI Summary

DRIVE AUTO RECEIVABLES TRUST 2025-2, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no revenue or net income as it is a pass-through trust. The filing primarily details compliance with Regulation AB servicing criteria, with Santander Bank, N.A. and Citibank, N.A. identified as Servicing Participants. Both Servicing Participants submitted Reports on Assessment and Attestation Reports, with no material instances of noncompliance identified. A significant legal risk emerged on February 3, 2026, when Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint in the Supreme Court of New York. This complaint alleges unspecified damages for breaches of contract and duties related to WTNA's roles as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions, specifically citing failures in waterfall payments, servicing transition costs, post-event of default duties, and custodian actions. The strategic outlook for the trust remains focused on maintaining compliance and defending against the WTNA legal challenge.

Why It Matters

This 10-K filing is crucial for investors in asset-backed securities, particularly those exposed to auto receivables, as it highlights the operational compliance of key servicers like Santander Bank, N.A. and Citibank, N.A. The legal action against Wilmington Trust, National Association, while not directly against DRIVE AUTO RECEIVABLES TRUST 2025-2, introduces systemic risk to the securitization market, potentially impacting investor confidence in trustee and custodian roles across similar structures. This could lead to increased scrutiny of competitive offerings and potentially higher costs for future securitizations if trustee liabilities are perceived to be rising, affecting the broader auto finance market.

Risk Assessment

Risk Level: high — The risk level is high due to the civil complaint filed against Wilmington Trust, National Association (WTNA) on February 3, 2026, for unspecified damages related to alleged breaches of contract and duties in other asset-backed securitization transactions. While not directly against DRIVE AUTO RECEIVABLES TRUST 2025-2, WTNA serves as the owner trustee for this trust, creating significant counterparty risk and potential reputational damage that could indirectly affect the trust's operations or investor perception.

Analyst Insight

Investors should closely monitor the legal proceedings against Wilmington Trust, National Association, as the outcome could set precedents for trustee liability in securitization. Consider reviewing exposure to other trusts where WTNA serves in similar capacities and assess the potential for contagion risk within the asset-backed securities market.

Financial Highlights

revenue

$0

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

cash Position

$0

revenue Growth

N/A

Key Numbers

• 2025-12-31 — Fiscal Year End Date (The period covered by this 10-K filing.)
• 2026-03-26 — Filing Date (The date the 10-K was filed with the SEC.)
• 333-284121-04 — Commission File Number (Unique identifier for DRIVE AUTO RECEIVABLES TRUST 2025-2 with the SEC.)
• 0002082136 — Central Index Key Number (Unique identifier for DRIVE AUTO RECEIVABLES TRUST 2025-2.)
• 2026-02-03 — Date of Civil Complaint (When Wilmington Trust, National Association was served with a civil complaint.)

Key Players & Entities

• DRIVE AUTO RECEIVABLES TRUST 2025-2 (company) — issuing entity
• Santander Drive Auto Receivables LLC (company) — depositor
• Santander Consumer USA Inc. (company) — sponsor
• Wilmington Trust, National Association (company) — owner trustee and defendant in civil complaint
• Santander Bank, N.A. (company) — servicer and servicing participant
• Citibank, N.A. (company) — indenture trustee and servicing participant
• Corey Henry (person) — President and Chief Executive Officer of Santander Drive Auto Receivables LLC
• Tricolor Holdings, LLC (company) — entity related to asset-backed securitization transactions cited in lawsuit against WTNA
• Supreme Court of the State of New York, County of New York (regulator) — venue for civil complaint against WTNA
• PricewaterhouseCoopers LLP (company) — independent registered public accounting firm for SBNA

FAQ

Risk Factors

• Civil Complaint Against Owner Trustee [high — legal]: On February 3, 2026, Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint in the Supreme Court of New York. The complaint alleges unspecified damages for breaches of contract and duties related to WTNA's roles as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. Specific allegations include failures in waterfall payments, servicing transition costs, post-event of default duties, and custodian actions.

Industry Context

The auto receivables securitization market involves pooling auto loans and selling them to investors through structured financial products. Key trends include evolving credit standards, interest rate sensitivity, and increasing regulatory scrutiny. Competition among issuers and servicers is driven by the ability to offer attractive yields and maintain high compliance standards.

Regulatory Implications

The trust's operations are heavily governed by Regulation AB, requiring detailed reporting on servicing compliance. The legal action against WTNA highlights potential risks associated with trustee duties and could lead to increased scrutiny of governance and operational procedures within securitization structures.

What Investors Should Do

1. Monitor the WTNA legal proceedings closely.
2. Review the Servicing Participant Reports on Assessment and Attestation Reports.

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2026-02-03: Civil Complaint Served on WTNA — Initiation of a significant legal challenge against the owner trustee, potentially impacting trust operations and governance.
• 2026-03-26: 10-K Filing Date — The date the annual report was submitted to the SEC, providing a comprehensive overview of the trust's status and risks.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (DRIVE AUTO RECEIVABLES TRUST 2025-2 is structured as a pass-through trust, meaning it is a securitization entity that does not generate its own revenue or net income.)

Regulation AB

A set of rules issued by the SEC governing the disclosure and reporting requirements for asset-backed securities. (The filing details compliance with Regulation AB servicing criteria, which is a primary focus for the trust's operations and reporting.)

Servicing Participant

An entity involved in the servicing function of the asset pool, including collecting payments, managing accounts, and performing other administrative tasks related to the underlying assets. (Santander Bank, N.A. and Citibank, N.A. are identified as Servicing Participants, and their compliance with servicing criteria is a key aspect of the 10-K.)

Owner Trustee

A trustee appointed to hold legal title to the assets in a securitization trust on behalf of the certificate holders. (Wilmington Trust, National Association (WTNA) serves as the owner trustee and is currently facing a significant legal challenge.)

Indenture Trustee

A trustee appointed to represent the interests of bondholders in a debt issuance, ensuring compliance with the terms of the indenture agreement. (WTNA also acts as an indenture trustee, and the civil complaint includes allegations related to these duties.)

Year-Over-Year Comparison

As this is the initial 10-K filing for DRIVE AUTO RECEIVABLES TRUST 2025-2, a direct comparison of key metrics to a previous year's filing is not applicable. The primary focus of this report is establishing compliance with Regulation AB and disclosing the emergence of a significant legal risk concerning the owner trustee, WTNA.

Filing Documents

• d28217d10k.htm (10-K) — 52KB
• d28217dex311.htm (EX-31.1) — 5KB
• d28217dex331.htm (EX-33.1) — 81KB
• d28217dex332.htm (EX-33.2) — 21KB
• d28217dex341.htm (EX-34.1) — 8KB
• d28217dex342.htm (EX-34.2) — 7KB
• d28217dex351.htm (EX-35.1) — 6KB
• g28217dsp14.jpg (GRAPHIC) — 5KB
• g28217dsp14a.jpg (GRAPHIC) — 3KB
• g28217dsp14c.jpg (GRAPHIC) — 5KB
• g79474g0325125846589.jpg (GRAPHIC) — 5KB
• g79474g0325125846836.jpg (GRAPHIC) — 1KB
• g79474g23t93.jpg (GRAPHIC) — 2KB
• g79474g62r59.jpg (GRAPHIC) — 3KB
• 0001193125-26-126567.txt ( ) — 216KB

Risk Factors

Risk Factors Item1C Cybersecurity Item2

Legal Proceedings

Legal Proceedings Item1B. Unresolved Staff Comments Nothing to report. Item4. Mine Safety Disclosures Not applicable. Substitute information provided in accordance with General Instruction J to Form 10-K: Item1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information) Nothing to report. Item1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers) Nothing to report. Item1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information) Nothing to report. Item1117 of Regulation AB. Legal Proceedings. Wilmington Trust, National Association ("WTNA"), as the owner trustee, has provided the following information: On February 3, 2026, certain investors served WTNA with a civil complaint, filed in the Supreme Court of the State of New York, County of New York, for an unspecified amount of damages arising from alleged breaches of contract and duties related to WTNA's roles as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. The plaintiffs generally assert causes of action related to WTNA's purported failure to comply with certain provisions related to waterfall payments, servicing transition costs and post-event of default duties and related to WTNA's purported failure to perform certain actions as custodian with respect to the related receivables. WTNA intends to vigorously defend itself against this legal action. 2 PART II The following items have been omitted in accordance with General Instruction J to Form 10-K: Item5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item6 [Reserved] Item7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations Item7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk Item8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data Item9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Item9A

Controls and Procedures

Controls and Procedures Item9B. Other Information None. Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 3 PART III The following items have been omitted in accordance with General Instruction J to Form 10-K: Item10 Directors, Executive Officers, and Corporate Governance Item11

Executive Compensation

Executive Compensation Item12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item13 Certain Relationships and Related Transactions, and Director Independence Item14 Principal Accountant Fees and Services Substitute information provided in accordance with General Instruction J to Form 10-K: Item1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119. Item1122 of Regulation AB. Compliance with Applicable Servicing Criteria Each of Santander Bank, N.A. and Citibank, N.A. (each, a "Servicing Participant") have been identified by the issuing entity as parties participating in the servicing function with respect to the pool assets held by the issuing entity. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a "Report on Assessment"), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by one or more registered public accounting firms, which reports are also attached as exhibits to this Form 10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant. Item1123 of Regulation AB. Servicer Compliance Santander Bank, N.A. has been identified by the issuing entity as the servicer with respect to the asset pool held by the issuing entity. Santander Bank, N.A. has completed a statement of compliance with applicable servicing criteria (a "Compliance Statement") signed by an authorized officer. The Compliance Statement is attached as an exhibit to thi

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 26, 2026 SANTANDER DRIVE AUTO RECEIVABLES LLC, as depositor By: /s/ Corey Henry Name: Corey Henry Title: President and Chief Executive Officer (senior officer in charge of securitization of the depositor) 7

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View this 10-K filing on SEC EDGAR