Santander Auto Trust 2023-2 Reports Compliance, Trustee Faces Lawsuit

TL;DR

While Santander's auto trust shows solid compliance, the lawsuit against its indenture trustee, Wilmington Trust, is a red flag for ABS investors, signaling potential operational risks in the broader market.

AI Summary

Santander Drive Auto Receivables Trust 2023-2 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 focuses on compliance with Regulation AB servicing criteria, with Santander Consumer USA Inc., Santander Bank, N.A., and Wilmington Trust, National Association all submitting reports confirming no material instances of noncompliance. A notable development is a civil complaint served on Wilmington Trust, National Association on February 3, 2026, 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 Trust itself reported no voting or non-voting common equity outstanding held by non-affiliates, consistent with its structure as a securitization vehicle. The report omits detailed financial statements and risk factors in accordance with General Instruction J to Form 10-K, as is typical for these types of trusts.

Why It Matters

This 10-K provides crucial transparency for investors in the Santander Drive Auto Receivables Trust 2023-2, confirming ongoing compliance with servicing criteria by key participants like Santander Consumer USA Inc. and Santander Bank, N.A. The lawsuit against Wilmington Trust, National Association, while not directly against this specific trust, highlights potential operational risks within the broader asset-backed securitization market and could impact investor confidence in trustees. For employees and customers, the filing indirectly signals the continued, stable operation of the underlying auto loan servicing, maintaining the flow of payments and trust integrity. Competitively, consistent compliance helps Santander maintain its standing in the auto ABS market, though the trustee lawsuit introduces a new layer of scrutiny.

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. This lawsuit alleges breaches of contract and duties related to waterfall payments and post-event of default duties in other securitization transactions, which could indicate systemic risks or operational weaknesses that might indirectly affect Santander Drive Auto Receivables Trust 2023-2, despite the trustee's intent to vigorously defend itself.

Analyst Insight

Investors should monitor the outcome of the lawsuit against Wilmington Trust, National Association, as it could signal broader risks in the asset-backed securitization market or impact the trustee's operational capacity. While the Trust itself reports compliance, this external legal challenge warrants attention for its potential indirect implications on trust administration and oversight.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• 2025-12-31 — Fiscal Year End (The period covered by this 10-K filing.)
• 2026-03-26 — Filing Date (The date the 10-K was filed with the SEC.)
• 2026-02-03 — Lawsuit Date (Date Wilmington Trust, National Association was served with a civil complaint.)
• 333-261901-09 — Issuing Entity Commission File Number (Unique identifier for Santander Drive Auto Receivables Trust 2023-2 with the SEC.)
• 0001964220 — Issuing Entity CIK Number (Central Index Key for Santander Drive Auto Receivables Trust 2023-2.)

Key Players & Entities

• Santander Drive Auto Receivables Trust 2023-2 (company) — issuing entity
• Wilmington Trust, National Association (company) — indenture trustee and custodian facing civil complaint
• 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 cited in lawsuit
• Corey Henry (person) — President and Chief Executive Officer of Santander Drive Auto Receivables LLC
• PricewaterhouseCoopers LLP (company) — independent registered public accounting firm
• Citibank, N.A. (company) — owner trustee
• Citicorp Trust Delaware, National Association (company) — Delaware trustee
• Clayton Fixed Income Services, LLC (company) — asset representations reviewer

FAQ

Risk Factors

• Civil Complaint Against Wilmington Trust [medium — legal]: Wilmington Trust, National Association, acting as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions, was served with a civil complaint on February 3, 2026. The complaint alleges unspecified damages related to breaches of contract and duties. The specific nature of the alleged breaches and the potential financial impact on the Santander Drive Auto Receivables Trust 2023-2 are not detailed in this filing.
• Compliance with Servicing Criteria [low — regulatory]: The 10-K filing confirms that Santander Consumer USA Inc., Santander Bank, N.A., and Wilmington Trust, National Association, as servicing participants, have submitted reports assessing their compliance with Regulation AB servicing criteria. None of these reports identified any material instances of noncompliance.

Industry Context

The auto finance industry, particularly the securitization segment, operates within a highly regulated environment. Companies like Santander Consumer USA Inc. rely on securitization to fund their loan portfolios. The market is sensitive to credit quality of underlying assets, interest rate fluctuations, and regulatory changes impacting both lending and capital markets.

Regulatory Implications

The primary regulatory focus for this trust is compliance with Regulation AB servicing criteria. The confirmation of no material noncompliance from all servicing participants is a positive indicator. However, the civil complaint against Wilmington Trust, though related to other transactions, highlights potential legal and reputational risks associated with the broader securitization ecosystem.

What Investors Should Do

1. Monitor developments related to the civil complaint against Wilmington Trust.
2. Review the attached Reports on Assessment and Attestation Reports for servicing criteria compliance.

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2026-03-26: Filing Date — The date the 10-K was officially submitted to the SEC.
• 2026-02-03: Wilmington Trust Served Civil Complaint — A legal action was initiated against a key trustee, raising potential concerns about past securitization activities, though not directly tied to this specific trust's operations in the filing.

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 2023-2, explaining why its 10-K focuses on compliance and trustee roles rather than typical corporate operations.)

Regulation AB

A set of rules issued by the SEC governing the disclosure and reporting requirements for asset-backed securities offerings. (The filing heavily relies on demonstrating compliance with specific servicing criteria outlined in Regulation AB, which is crucial for investor confidence in securitized products.)

Servicing Criteria

Specific standards and requirements that servicers of asset-backed securities must adhere to, covering aspects like payment processing, record-keeping, and asset administration. (The core of the compliance reporting in this 10-K revolves around the assessment and attestation of adherence to these servicing criteria by the involved parties.)

Indenture Trustee

A financial institution appointed to represent the interests of bondholders in a debt issuance, ensuring the issuer complies with the terms of the indenture (the legal contract). (Wilmington Trust's role as an indenture trustee is highlighted by the civil complaint, underscoring the importance of their duties in managing securitized assets.)

Custodian

An entity responsible for holding and safeguarding the physical or electronic documents and assets related to a securitization trust. (Wilmington Trust's dual role as custodian and indenture trustee is mentioned, with the civil complaint referencing alleged breaches in these capacities.)

Form 10-K

An annual report required by the SEC that provides a comprehensive overview of a company's financial condition and business operations. (This document is the specific annual filing for the trust, though it omits certain sections typical of operating companies due to its nature as a securitization vehicle.)

General Instruction J to Form 10-K

A specific instruction allowing certain types of entities, like asset-backed trusts, to omit certain disclosures (e.g., detailed financial statements, risk factors) that are not applicable to their structure. (This instruction explains why the 10-K for Santander Drive Auto Receivables Trust 2023-2 lacks the detailed financial statements and extensive risk factors found in a typical corporate 10-K.)

Year-Over-Year Comparison

As this is the first 10-K filing for Santander Drive Auto Receivables Trust 2023-2 (based on the provided context and typical filing cycles for new trusts), a direct comparison of key metrics to a previous year's filing is not possible. The filing focuses on establishing compliance with servicing criteria and notes a new legal development concerning a trustee in unrelated transactions.

Filing Documents

• d59468d10k.htm (10-K) — 48KB
• d59468dex311.htm (EX-31.1) — 5KB
• d59468dex331.htm (EX-33.1) — 81KB
• d59468dex332.htm (EX-33.2) — 31KB
• d59468dex341.htm (EX-34.1) — 8KB
• d59468dex342.htm (EX-34.2) — 6KB
• d59468dex351.htm (EX-35.1) — 6KB
• d59468dex352.htm (EX-35.2) — 6KB
• g59468g0321163140184.jpg (GRAPHIC) — 5KB
• g59468g0321163249607.jpg (GRAPHIC) — 3KB
• g59468g49m99.jpg (GRAPHIC) — 4KB
• g79474g0325125846589.jpg (GRAPHIC) — 5KB
• g79474g0325125846836.jpg (GRAPHIC) — 1KB
• g79474g23t93.jpg (GRAPHIC) — 2KB
• g79474g62r59.jpg (GRAPHIC) — 3KB
• 0001193125-26-126617.txt ( ) — 226KB

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

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