Santander Auto Trust Faces Legal Headwinds, Servicing Compliance Intact

TL;DR

The lawsuit against Wilmington Trust, National Association, the owner trustee, is a major red flag for Santander Drive Auto Receivables Trust 2025-3, despite clean servicing reports.

AI Summary

Santander Drive Auto Receivables Trust 2025-3 filed its 10-K for the fiscal year ended December 31, 2025, primarily detailing its compliance with servicing criteria and legal proceedings. The trust, an issuing entity for asset-backed securitization, reported no revenue or net income directly, as its function is to hold pool assets. Key business changes include the ongoing servicing roles of Santander Bank, N.A. and Citibank, N.A., both of whom reported no material instances of noncompliance with servicing criteria, as attested by PricewaterhouseCoopers LLP and KPMG LLP, respectively. A significant 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 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. WTNA intends to vigorously defend itself. The strategic outlook remains focused on maintaining compliance and managing the legal challenge against its owner trustee.

Why It Matters

This 10-K reveals a significant legal challenge for Wilmington Trust, National Association, the owner trustee for Santander Drive Auto Receivables Trust 2025-3, which could impact investor confidence in the broader asset-backed securities market, especially those involving Tricolor Holdings, LLC. While Santander's servicing entities reported full compliance, the lawsuit against WTNA introduces uncertainty regarding trustee responsibilities and potential liabilities, potentially affecting the perceived safety of similar securitized products. Investors should monitor the outcome of this litigation as it could set precedents for trustee accountability and competitive dynamics in the auto ABS sector.

Risk Assessment

Risk Level: high — The risk level is high due to the civil complaint filed against Wilmington Trust, National Association (WTNA), the owner trustee, on February 3, 2026, for unspecified damages. This lawsuit alleges breaches of contract and duties related to WTNA's roles as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions, directly impacting the trust's operational integrity and investor confidence.

Analyst Insight

Investors should closely monitor the legal proceedings against Wilmington Trust, National Association, as the outcome could have implications for the trust's stability and the broader ABS market. Consider evaluating the specific terms of the trust's agreements with WTNA and assessing potential exposure to similar trustee-related risks in other holdings.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• December 31, 2025 — Fiscal Year End (The period covered by this 10-K filing.)
• February 3, 2026 — Lawsuit Filing Date (Date Wilmington Trust, National Association was served with a civil complaint.)
• 333-284121-03 — Commission File Number (SEC file number for Santander Drive Auto Receivables Trust 2025-3.)
• 00020756353 — Central Index Key Number (CIK number for Santander Drive Auto Receivables Trust 2025-3.)

Key Players & Entities

• Santander Drive Auto Receivables Trust 2025-3 (company) — issuing entity
• Wilmington Trust, National Association (company) — owner trustee and defendant in lawsuit
• Santander Drive Auto Receivables LLC (company) — depositor
• Santander Consumer USA Inc. (company) — sponsor
• Santander Bank, N.A. (company) — servicer and servicing participant
• Citibank, N.A. (company) — indenture trustee and 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) — registered public accounting firm for SBNA
• KPMG LLP (company) — registered public accounting firm for Citibank, N.A.

FAQ

Risk Factors

• Lawsuit Against Owner Trustee [high — legal]: Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint on February 3, 2026, in the Supreme Court of New York. The complaint alleges unspecified damages related to breaches of contract and duties as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. WTNA intends to defend itself vigorously.
• Servicing Criteria Compliance [low — regulatory]: Santander Bank, N.A. and Citibank, N.A., as servicing participants, reported no material instances of noncompliance with applicable servicing criteria. This was attested by PricewaterhouseCoopers LLP and KPMG LLP, respectively, through their Attestation Reports.

Industry Context

The auto finance industry, particularly the securitization market, relies heavily on the consistent performance of underlying loan pools and the integrity of servicing operations. Competition among auto lenders and issuers is intense, with a focus on efficient loan origination and robust risk management. Regulatory scrutiny on securitization practices and servicer compliance remains a key industry trend.

Regulatory Implications

The trust's operations are subject to Regulation AB, which mandates reporting on servicing criteria compliance and other disclosures. The lawsuit against WTNA, while concerning the owner trustee, could indirectly raise questions about the overall governance and operational resilience of the securitization structure, potentially attracting further regulatory attention if it escalates.

What Investors Should Do

1. Monitor developments in the lawsuit against Wilmington Trust, National Association.
2. Review the Attestation Reports from PricewaterhouseCoopers LLP and KPMG LLP.

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.
• 2025-01-03: Form SF-3 Filing — Incorporated by reference for foundational trust documents, indicating prior public offering or registration activity.

Glossary

Asset-Backed Securitization

A financial process where assets, such as auto loans, are pooled together and used as collateral for the issuance of securities. (This is the core business model of Santander Drive Auto Receivables Trust 2025-3, which holds the pool of auto loan receivables.)

Issuing Entity

A special purpose entity created to hold assets and issue securities backed by those assets. (Santander Drive Auto Receivables Trust 2025-3 functions as the issuing entity for the securitized auto loan receivables.)

Servicing Criteria

A set of standards and requirements that servicers must adhere to when managing the assets within a securitization trust. (The 10-K details compliance with these criteria by Santander Bank, N.A. and Citibank, N.A., crucial for investor confidence.)

Owner Trustee

A trustee appointed to hold legal title to the assets within a trust for the benefit of the certificate holders. (Wilmington Trust, National Association (WTNA) is 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, often responsible for enforcing the terms of the indenture agreement. (WTNA also serves as indenture trustee, and the lawsuit involves alleged breaches of these duties.)

Year-Over-Year Comparison

As this is the initial 10-K filing for Santander Drive Auto Receivables Trust 2025-3, 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 introduces a new, significant legal risk concerning the owner trustee, Wilmington Trust, National Association.

Filing Documents

• d22574d10k.htm (10-K) — 47KB
• d22574dex311.htm (EX-31.1) — 6KB
• d22574dex331.htm (EX-33.1) — 81KB
• d22574dex332.htm (EX-33.2) — 21KB
• d22574dex341.htm (EX-34.1) — 8KB
• d22574dex342.htm (EX-34.2) — 7KB
• d22574dex351.htm (EX-35.1) — 6KB
• g22574g29j77.jpg (GRAPHIC) — 4KB
• g22574g35m55.jpg (GRAPHIC) — 4KB
• g22574g48k64.jpg (GRAPHIC) — 4KB
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• 0001193125-26-126628.txt ( ) — 214KB

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 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

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