Santander Auto Trust Faces Trustee Legal Battle

TL;DR

**Wilmington Trust's legal woes could ripple through Santander's auto ABS, making investors nervous about trustee reliability.**

AI Summary

Santander Drive Auto Receivables Trust 2024-4, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no voting or non-voting common equity outstanding held by non-affiliates. The filing primarily details compliance with servicing criteria and legal proceedings affecting its indenture trustee, Wilmington Trust, National Association (WTNA). WTNA was served with a civil complaint on February 3, 2026, in the Supreme Court of New York, for unspecified damages related to alleged breaches of contract and duties as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. The plaintiffs claim WTNA failed to comply with waterfall payments, servicing transition costs, and post-event of default duties, and did not perform certain custodian actions. Santander Consumer USA Inc. and Santander Bank, N.A. confirmed compliance with applicable servicing criteria, with no material instances of noncompliance identified in their assessments or attestation reports from PricewaterhouseCoopers LLP. The trust's strategic outlook remains focused on maintaining compliance and defending against legal challenges to its operational partners.

Why It Matters

This 10-K filing highlights a significant legal challenge for Wilmington Trust, National Association, a key indenture trustee for Santander Drive Auto Receivables Trust 2024-4. For investors in asset-backed securities, this signals potential operational risks and increased scrutiny on trustee performance, especially concerning waterfall payments and post-default duties. The lawsuit, though not directly against Santander, could impact the perceived reliability of its securitization structures and potentially lead to higher costs or stricter terms for future deals. Competitors in the auto ABS market will be watching closely for precedents set by this case, which could influence industry-wide standards for trustee oversight and liability.

Risk Assessment

Risk Level: medium — The risk level is medium due to the civil complaint filed against Wilmington Trust, National Association, the indenture trustee, on February 3, 2026. While the lawsuit is not directly against Santander Drive Auto Receivables Trust 2024-4, it alleges breaches of contract and duties related to similar asset-backed securitization transactions, which could impact the trust's operational stability and investor confidence if WTNA's ability to perform its duties is compromised or if the allegations reveal systemic issues in trustee oversight.

Analyst Insight

Investors should monitor the legal proceedings against Wilmington Trust, National Association, closely, as the outcome could affect the broader asset-backed securities market. Evaluate the specific terms of the indenture and servicing agreements for Santander Drive Auto Receivables Trust 2024-4 to understand potential liabilities or operational disruptions if the trustee's performance is impaired.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• 2025-12-31 — Fiscal Year End Date (The period covered by this 10-K filing.)
• 2026-02-03 — Date of Civil Complaint (Wilmington Trust, National Association was served with a civil complaint on this date.)
• 333-261901-18 — Commission File Number (SEC file number for Santander Drive Auto Receivables Trust 2024-4.)
• 0002031161 — Central Index Key Number (CIK number for Santander Drive Auto Receivables Trust 2024-4.)

Key Players & Entities

• Santander Drive Auto Receivables Trust 2024-4 (company) — issuing entity
• Wilmington Trust, National Association (company) — indenture trustee and defendant in civil complaint
• Santander Drive Auto Receivables LLC (company) — depositor
• Santander Consumer USA Inc. (company) — sponsor and servicing participant
• Santander Bank, N.A. (company) — servicing participant
• Tricolor Holdings, LLC (company) — entity related to asset-backed securitization transactions mentioned in lawsuit
• PricewaterhouseCoopers LLP (company) — independent registered public accounting firm
• Corey Henry (person) — President and Chief Executive Officer of Santander Drive Auto Receivables LLC
• Citibank, N.A. (company) — owner trustee
• Citicorp Trust Delaware, National Association (company) — Delaware trustee

FAQ

Risk Factors

• Indenture Trustee Legal Proceedings [high — legal]: Wilmington Trust, National Association (WTNA), the indenture trustee, was served with a civil complaint on February 3, 2026, alleging unspecified damages for breaches of contract and duties as custodian and indenture trustee for certain Tricolor Holdings, LLC securitization transactions. The plaintiffs claim WTNA failed to comply with waterfall payments, servicing transition costs, post-event of default duties, and custodian actions.
• Servicing Compliance [medium — operational]: Santander Consumer USA Inc. and Santander Bank, N.A. confirmed compliance with applicable servicing criteria. PricewaterhouseCoopers LLP provided attestation reports. No material instances of noncompliance were identified in their assessments or attestation reports.
• Regulation AB Compliance [medium — regulatory]: The filing details compliance with specific requirements of Regulation AB, including Item 1119 (Affiliations and Certain Relationships), Item 1122 (Compliance with Applicable Servicing Criteria), and Item 1123 (Servicer Compliance Statements). This ensures transparency and adherence to industry standards for asset-backed securities.

Industry Context

The auto receivables securitization market is a significant component of the broader asset-backed securities (ABS) landscape. It allows originators to access funding by pooling auto loans and selling them to investors. Key trends include evolving regulatory scrutiny, particularly around servicing standards and trustee responsibilities, and the ongoing need for robust cybersecurity measures to protect sensitive consumer data.

Regulatory Implications

The legal proceedings against the indenture trustee highlight potential regulatory and operational risks associated with third-party service providers in securitization. Investors should monitor the outcome of these proceedings as they could set precedents or lead to increased oversight of trustee duties. Compliance with Regulation AB remains a critical aspect, ensuring transparency and investor protection.

What Investors Should Do

1. Monitor the legal proceedings against Wilmington Trust, National Association.
2. Review the servicing compliance reports and attestation reports from PricewaterhouseCoopers LLP.
3. Assess the trust's exposure to operational risks stemming from its reliance on third-party service providers.

Key Dates

• 2025-12-31: Fiscal Year End Date — Marks the end of the reporting period for the 10-K filing.
• 2026-02-03: Civil Complaint Served on WTNA — Indicates a significant legal challenge impacting a key operational partner (indenture trustee), potentially leading to operational disruptions or financial liabilities.
• 2025-01-03: Exhibit 3.1 Filing — Incorporates by reference the Certificate of Formation for Santander Drive, providing foundational legal documentation for the trust.
• 2021-12-27: Exhibit 3.2 Filing — Incorporates by reference the Amended and Restated Limited Liability Company Agreement, detailing the trust's governance and operational framework.

Glossary

Indenture Trustee

A financial institution appointed to act on behalf of bondholders in a securitization transaction, ensuring the terms of the indenture are met. (Wilmington Trust, National Association is the indenture trustee, and is currently involved in legal proceedings that could impact the trust's operations.)

Servicing Criteria

A set of standards and guidelines that servicers must adhere to when managing the assets underlying a securitization, including payment collection and asset administration. (Santander Consumer USA Inc. and Santander Bank, N.A. have confirmed compliance with these criteria, which is crucial for investor confidence.)

Regulation AB

A U.S. Securities and Exchange Commission regulation that governs the disclosure and reporting requirements for asset-backed securities. (The filing demonstrates adherence to various items within Regulation AB, ensuring transparency and regulatory compliance for the trust.)

Attestation Report

A report issued by an independent accounting firm that provides assurance on management's assessment of compliance with specific criteria. (PricewaterhouseCoopers LLP's attestation reports confirm the servicers' compliance with servicing criteria, adding credibility to their self-assessments.)

Securitization Entity

A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (Santander Drive Auto Receivables Trust 2024-4 is a securitization entity, and its 10-K filing provides insights into its structure and operations.)

Year-Over-Year Comparison

This filing indicates no common equity outstanding held by non-affiliates, suggesting a pure securitization structure. A key development since the prior period is the civil complaint filed against the indenture trustee, Wilmington Trust, National Association, on February 3, 2026. This introduces a significant legal risk not previously highlighted. However, the core servicing participants, Santander Consumer USA Inc. and Santander Bank, N.A., have reaffirmed their compliance with applicable servicing criteria, with no material instances of noncompliance identified.

Filing Documents

• d114423d10k.htm (10-K) — 53KB
• d114423dex311.htm (EX-31.1) — 5KB
• d114423dex331.htm (EX-33.1) — 81KB
• d114423dex332.htm (EX-33.2) — 31KB
• d114423dex341.htm (EX-34.1) — 8KB
• d114423dex342.htm (EX-34.2) — 6KB
• d114423dex351.htm (EX-35.1) — 6KB
• d114423dex352.htm (EX-35.2) — 6KB
• g114423dsp15a.jpg (GRAPHIC) — 3KB
• g114423g0321141521953.jpg (GRAPHIC) — 5KB
• g114423g0321141948477.jpg (GRAPHIC) — 3KB
• g79474g0325125846589.jpg (GRAPHIC) — 5KB
• g79474g0325125846836.jpg (GRAPHIC) — 1KB
• g79474g23t93.jpg (GRAPHIC) — 2KB
• g79474g62r59.jpg (GRAPHIC) — 3KB
• 0001193125-26-126575.txt ( ) — 229KB

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 indenture 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 Wilmington Trust, National Association (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 s

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

View Full Filing

View this 10-K filing on SEC EDGAR