DRIVE AUTO RECEIVABLES TRUST 2025-1 Faces Trustee Legal Challenge

TL;DR

**Hold off on new positions in Santander-backed auto ABS; the lawsuit against Wilmington Trust could signal broader systemic risks in securitization.**

AI Summary

DRIVE AUTO RECEIVABLES TRUST 2025-1, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, on March 26, 2026. The filing primarily details compliance with servicing criteria and legal proceedings rather than traditional financial performance metrics like revenue or net income, as it is a pass-through trust. Key business changes include the establishment of various agreements on May 28, 2025, such as the Indenture with Wilmington Trust, National Association, and the Servicing Agreement with Santander Bank, N.A. A significant risk identified is a civil complaint served on February 3, 2026, against Wilmington Trust, National Association, for unspecified damages related to alleged breaches of contract and duties as indenture trustee and custodian for certain Tricolor Holdings, LLC asset-backed securitization transactions. The strategic outlook focuses on maintaining compliance, with both Santander Consumer USA Inc. and Wilmington Trust, National Association, reporting no material instances of noncompliance with servicing criteria, as evidenced by their Reports on Assessment and Attestation Reports.

Why It Matters

This 10-K is crucial for investors in auto asset-backed securities, particularly those linked to Santander Consumer USA Inc. and its affiliates, as it highlights potential operational and legal risks within the securitization structure. The lawsuit against Wilmington Trust, National Association, for alleged breaches in Tricolor Holdings, LLC transactions, could set a precedent or signal broader scrutiny on trustee responsibilities, potentially impacting investor confidence in similar auto loan securitizations. For employees of Santander Consumer USA Inc. and Santander Bank, N.A., the continued compliance with servicing criteria is positive, but the legal challenge against a key partner underscores the importance of robust oversight in the competitive auto finance market.

Risk Assessment

Risk Level: medium — The risk level is medium due to the civil complaint against Wilmington Trust, National Association, the indenture trustee, 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 2025-1, this legal action against a critical third-party service provider, filed on February 3, 2026, introduces uncertainty and potential reputational or operational spillover effects for the trust and its sponsor, Santander Consumer USA Inc.

Analyst Insight

Investors should closely monitor the legal proceedings involving Wilmington Trust, National Association, as the outcome could influence the perceived reliability of indenture trustees across the asset-backed securities market. Consider reviewing the terms of similar securitization agreements to assess exposure to comparable risks and evaluate the robustness of trustee oversight in your portfolio.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

N/A

gross Margin

N/A

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 (Date the 10-K was officially filed with the SEC.)
• 333-284121-02 — Commission File Number (Unique identifier for DRIVE AUTO RECEIVABLES TRUST 2025-1 with the SEC.)
• 0002067387 — Central Index Key (CIK) (Unique identifier for DRIVE AUTO RECEIVABLES TRUST 2025-1.)
• 2026-02-03 — Date of Civil Complaint (When Wilmington Trust, National Association, was served with a lawsuit.)
• 2025-05-28 — Date of Key Agreements (Date various foundational agreements for the trust were established.)

Key Players & Entities

• DRIVE AUTO RECEIVABLES TRUST 2025-1 (company) — issuing entity
• Santander Drive Auto Receivables LLC (company) — depositor
• Santander Consumer USA Inc. (company) — sponsor and administrator
• Wilmington Trust, National Association (company) — indenture trustee and custodian, facing civil complaint
• Santander Bank, N.A. (company) — servicer
• 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
• 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 Indenture Trustee [medium — legal]: A civil complaint was served on February 3, 2026, against Wilmington Trust, National Association, for unspecified damages. The lawsuit alleges breaches of contract and duties in its role as indenture trustee and custodian for certain Tricolor Holdings, LLC asset-backed securitization transactions. The specific nature of the alleged breaches and the potential financial impact are not detailed.

Industry Context

The auto finance industry, particularly the securitization market, relies heavily on the consistent performance of underlying auto loan portfolios. Trends include evolving consumer credit access, increasing vehicle prices, and the impact of economic conditions on loan defaults. Securitization trusts like DRIVE AUTO RECEIVABLES TRUST 2025-1 play a crucial role in providing liquidity to lenders by packaging and selling these loan pools to investors.

Regulatory Implications

The filing highlights the importance of compliance with Regulation AB, specifically regarding servicing criteria (Item 1122) and servicer compliance statements (Item 1123). The legal proceedings against Wilmington Trust, National Association, underscore potential risks associated with trustee duties and the need for robust legal and operational oversight within the securitization framework.

What Investors Should Do

1. Review Exhibits for Servicing Compliance
2. Monitor Legal Proceedings Against Wilmington Trust
3. Understand the Trust's Pass-Through Structure

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2026-03-26: 10-K Filing Date — The official date the annual report was submitted to the SEC, indicating the completion of the fiscal year's reporting.
• 2025-05-28: Establishment of Key Agreements — Date foundational agreements like the Indenture with Wilmington Trust and the Servicing Agreement with Santander Bank, N.A. were established, defining the operational framework of the trust.
• 2026-02-03: Civil Complaint Served — Date Wilmington Trust, National Association, was served with a lawsuit, introducing a significant legal risk to the trust's operational integrity and potentially impacting its trustee.

Glossary

Securitization Entity

A legal entity created to pool assets (like auto loans) and issue securities backed by those assets. The income from the assets is passed through to the investors. (DRIVE AUTO RECEIVABLES TRUST 2025-1 is structured as a pass-through trust, meaning its primary function is to hold assets and distribute payments, rather than generate its own revenue or profit.)

Indenture

A formal agreement or contract, typically between a bond issuer and a trustee, outlining the terms and conditions of the debt issuance. (The Indenture with Wilmington Trust, National Association, establishes the terms under which Wilmington Trust acts as trustee for the securitized assets.)

Servicing Agreement

A contract that defines the responsibilities of a servicer in managing and collecting payments on the underlying assets (e.g., auto loans) within a securitization trust. (The Servicing Agreement with Santander Bank, N.A. outlines its duties in managing the auto loan pool for the trust.)

Servicing Criteria

A set of standards and requirements that parties involved in servicing securitized assets must adhere to, ensuring proper management and compliance. (The filing focuses on the compliance of Santander Bank, N.A. and Wilmington Trust, National Association, with these criteria, as evidenced by their assessment and attestation reports.)

Report on Assessment

A report prepared by a servicing participant detailing its assessment of compliance with applicable servicing criteria. (These reports, along with attestation reports, are key exhibits confirming the operational compliance of the trust's servicers.)

Attestation Report

An independent report from a registered public accounting firm that attests to the accuracy and fairness of a servicing participant's assessment of compliance with servicing criteria. (Provides external validation of the servicing participants' compliance with the established servicing criteria.)

Year-Over-Year Comparison

As this is the first 10-K filing for DRIVE AUTO RECEIVABLES TRUST 2025-1, a direct comparison to a previous year's filing is not applicable. The focus is on establishing the trust's operational framework, including key agreements and compliance with servicing criteria, as well as identifying initial risks such as the civil complaint against the indenture trustee.

Filing Documents

• d11441d10k.htm (10-K) — 48KB
• d11441dex311.htm (EX-31.1) — 5KB
• d11441dex331.htm (EX-33.1) — 81KB
• d11441dex332.htm (EX-33.2) — 31KB
• d11441dex341.htm (EX-34.1) — 8KB
• d11441dex342.htm (EX-34.2) — 6KB
• d11441dex351.htm (EX-35.1) — 6KB
• g11441g41b69.jpg (GRAPHIC) — 4KB
• g11441g48u91.jpg (GRAPHIC) — 6KB
• g11441g55u04.jpg (GRAPHIC) — 4KB
• g79474g0325125846589.jpg (GRAPHIC) — 5KB
• g79474g0325125846836.jpg (GRAPHIC) — 1KB
• g79474g23t93.jpg (GRAPHIC) — 2KB
• g79474g62r59.jpg (GRAPHIC) — 3KB
• 0001193125-26-126629.txt ( ) — 222KB

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 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: Item5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item6 [Reserved] Item 7 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 Consumer USA Inc. 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 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 i

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