Santander Auto Trust Faces Trustee Legal Challenge

TL;DR

**Santander's auto trust is a compliance-focused entity, but a lawsuit against its trustee, Wilmington Trust, for unrelated securitization breaches, is a red flag for broader ABS market risk.**

AI Summary

Santander Drive Auto Receivables Trust 2023-3 filed its 10-K for the fiscal year ended December 31, 2025, indicating no significant changes in its core business operations as an asset-backed securitization entity. The filing primarily details compliance with servicing criteria and legal disclosures rather than financial performance, as is typical for such trusts. Santander Consumer USA Inc., Santander Bank, N.A., and Citibank, N.A. were identified as Servicing Participants, all of whom reported no material instances of noncompliance with servicing criteria, as attested by PricewaterhouseCoopers LLP and KPMG LLP. A notable risk emerged on February 3, 2026, when Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint in New York for unspecified damages related to alleged breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions. This legal action, which WTNA intends to vigorously defend, highlights potential operational and legal risks for trustees in the securitization market. The strategic outlook remains focused on maintaining compliance and managing existing securitized assets.

Why It Matters

This 10-K, while light on traditional financial metrics, is crucial for investors in asset-backed securities (ABS) as it details compliance and legal risks. The civil complaint against Wilmington Trust, National Association (WTNA) for alleged breaches in other securitization deals could signal broader scrutiny on trustee responsibilities and operational diligence across the ABS market. For Santander Drive Auto Receivables Trust 2023-3, this specific legal action against its owner trustee, WTNA, introduces a potential indirect risk, as it could impact WTNA's operational focus or reputation, potentially affecting the trust's administration. This competitive context underscores the importance of robust trustee oversight and compliance for maintaining investor confidence in the auto ABS sector.

Risk Assessment

Risk Level: medium — The risk level is medium due to the civil complaint filed against Wilmington Trust, National Association (WTNA) on February 3, 2026, for an unspecified amount of damages related to alleged breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions. While not directly against Santander Drive Auto Receivables Trust 2023-3, WTNA serves as the owner trustee for this trust, introducing potential indirect operational and reputational risks.

Analyst Insight

Investors should monitor the legal proceedings against Wilmington Trust, National Association closely, as a negative outcome could impact the broader trustee landscape and potentially affect the operational stability of Santander Drive Auto Receivables Trust 2023-3. Evaluate the robustness of other trustees in your ABS portfolio and consider potential ripple effects on administrative costs or trust performance.

Key Numbers

• 2025-12-31 — Fiscal Year End (The period covered by this 10-K filing.)
• 2026-03-26 — Filing Date (Date the 10-K was filed with the SEC.)
• 2026-02-03 — Date of Civil Complaint (Date Wilmington Trust, National Association was served with a civil complaint.)
• 333-261901-10 — Commission File Number (SEC file number for Santander Drive Auto Receivables Trust 2023-3.)

Key Players & Entities

• Santander Drive Auto Receivables Trust 2023-3 (company) — issuing entity
• Santander Drive Auto Receivables LLC (company) — depositor
• Santander Consumer USA Inc. (company) — sponsor and Servicing Participant
• Wilmington Trust, National Association (company) — owner trustee and defendant in civil complaint
• Citibank, N.A. (company) — indenture trustee and Servicing Participant
• Santander Bank, N.A. (company) — servicer and Servicing Participant
• Tricolor Holdings, LLC (company) — entity related to the civil complaint against WTNA
• Corey Henry (person) — President and Chief Executive Officer of Santander Drive Auto Receivables LLC
• PricewaterhouseCoopers LLP (company) — independent registered public accounting firm for SC and SBNA
• KPMG LLP (company) — independent registered public accounting firm for Citibank, N.A.

FAQ

Risk Factors

• Civil Complaint Against Owner Trustee [medium — legal]: Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint on February 3, 2026, in New York. The complaint alleges unspecified damages related to breaches of contract and duties in other asset-backed securitization transactions involving Tricolor Holdings, LLC. WTNA intends to defend itself vigorously against these claims.
• Servicing Compliance [low — operational]: Santander Consumer USA Inc., Santander Bank, N.A., and Citibank, N.A. are identified as Servicing Participants. All participants reported no material instances of noncompliance with applicable servicing criteria, as attested by PricewaterhouseCoopers LLP and KPMG LLP. This indicates a generally stable operational environment for servicing.

Industry Context

The auto finance securitization market continues to be a significant source of funding for lenders like Santander. While generally stable, the market is subject to regulatory scrutiny and potential legal challenges, as evidenced by the complaint against WTNA. Competition among issuers and servicers remains robust, with a focus on efficient loan origination and servicing to maintain investor confidence.

Regulatory Implications

The filing emphasizes adherence to servicing criteria under Regulation AB, a key regulatory requirement for asset-backed securities. The civil complaint against WTNA highlights potential legal and reputational risks for trustees and the broader securitization industry, which could lead to increased due diligence requirements or regulatory oversight.

What Investors Should Do

1. Monitor legal proceedings against WTNA.
2. Review attestation reports for servicing participants.

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 — A legal action was initiated against the owner trustee, introducing potential legal and operational risks for the trust.
• 2026-03-26: 10-K Filing Date — The date the annual report was officially submitted to the SEC, providing updated information on the trust's status.

Glossary

Asset-Backed Securitization Entity

A legal entity created to pool assets (like auto loans) and issue securities backed by the cash flows from those assets. (This is the fundamental nature of Santander Drive Auto Receivables Trust 2023-3.)

Servicing Criteria

A set of standards and requirements that parties involved in servicing securitized assets must adhere to. (Compliance with these criteria is a key focus of the 10-K, ensuring the proper management of the underlying auto loan pool.)

Owner Trustee

A trustee appointed to hold legal title to the assets in a securitization trust for the benefit of the security holders. (Wilmington Trust, National Association's role as owner trustee is central to the legal risk identified.)

Attestation Report

A report issued by an independent accounting firm confirming that a servicer has complied with specific servicing criteria. (These reports from PwC and KPMG provide assurance regarding the compliance of the servicing participants.)

Year-Over-Year Comparison

As this is the first 10-K filing for Santander Drive Auto Receivables Trust 2023-3, a direct comparison of key metrics to a previous year's filing is not applicable. The focus of this report is on establishing compliance with servicing criteria and disclosing initial operational and legal information, including a newly identified legal risk concerning the owner trustee.

Filing Documents

• d139456d10k.htm (10-K) — 49KB
• d139456dex311.htm (EX-31.1) — 5KB
• d139456dex331.htm (EX-33.1) — 81KB
• d139456dex332.htm (EX-33.2) — 21KB
• d139456dex341.htm (EX-34.1) — 8KB
• d139456dex342.htm (EX-34.2) — 6KB
• d139456dex351.htm (EX-35.1) — 6KB
• d139456dex352.htm (EX-35.2) — 6KB
• g139456dsp015a.jpg (GRAPHIC) — 7KB
• g139456dsp015b.jpg (GRAPHIC) — 4KB
• g139456dsp016a.jpg (GRAPHIC) — 3KB
• g79474g0325125846589.jpg (GRAPHIC) — 5KB
• g79474g0325125846836.jpg (GRAPHIC) — 1KB
• g79474g23t93.jpg (GRAPHIC) — 2KB
• g79474g62r59.jpg (GRAPHIC) — 3KB
• 0001193125-26-126574.txt ( ) — 218KB

Risk Factors

Risk Factors Item 1C Cybersecurity Item 2

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: Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6 [Reserved] Item 7

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

Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Item 9A

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: Item 10 Directors, Executive Officers, and Corporate Governance Item 11

Executive Compensation

Executive Compensation Item 12

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions, and Director Independence Item 14 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 Consumer USA Inc., 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 Consumer USA Inc. and Santander Bank, N.A. have each been identified by the issuing entity as the servicers with respect to the asset pool held by the issuing entity. Each of Santander Consumer USA Inc. and Santander Bank, N.A. have completed a statement of compliance with applicable servicing criteria (a "Co

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