Santander Auto Trust Faces Trustee Legal Battle, Servicing Intact

TL;DR

**The legal challenge against Wilmington Trust, National Association, signals potential systemic risks in ABS trustee oversight, making this a 'watch and see' for investors in securitized auto loans.**

AI Summary

Santander Drive Auto Receivables Trust 2022-5, an asset-backed securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no significant changes in its core business operations or financial performance metrics like revenue or net income, as these items are omitted per General Instruction J to Form 10-K. The filing highlights a legal challenge against Wilmington Trust, National Association (WTNA), the owner trustee, for an unspecified amount of damages related to alleged breaches of contract and duties as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions, filed on February 3, 2026. This legal action pertains to purported failures in waterfall payments, servicing transition costs, post-event of default duties, and custodian actions regarding receivables. 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 applicable servicing criteria, as evidenced by their Reports on Assessment and Attestation Reports. The trust continues to operate as a pass-through entity for auto receivables, with its primary activities focused on managing the securitized assets and ensuring compliance with regulatory servicing criteria.

Why It Matters

This 10-K reveals a significant legal risk for Wilmington Trust, National Association, the owner trustee, which could indirectly impact investor confidence in the broader asset-backed securities market, particularly those involving auto receivables. While Santander Drive Auto Receivables Trust 2022-5 itself isn't directly implicated in the lawsuit, the legal challenge against a key trustee highlights potential vulnerabilities in the operational integrity of securitization structures. For investors, this underscores the importance of scrutinizing trustee performance and contractual obligations, especially in a competitive auto lending market where servicing quality is paramount. The absence of financial statements in this specific filing, due to its nature as an ABS issuer, means investors must look to related entities like Santander Consumer USA Inc. for broader financial health.

Risk Assessment

Risk Level: medium — The risk level is medium due to the legal proceedings against Wilmington Trust, National Association, as the owner trustee, for an unspecified amount of damages related to alleged breaches of contract and duties in other securitization transactions. While not directly against Santander Drive Auto Receivables Trust 2022-5, this lawsuit, filed on February 3, 2026, introduces counterparty risk and could impact the trustee's ability to perform its duties or its reputation, potentially affecting future trust operations or investor confidence.

Analyst Insight

Investors should monitor the outcome of the lawsuit against Wilmington Trust, National Association, as it could set precedents for trustee liability in ABS. Evaluate the contractual agreements and indemnification clauses within your existing ABS holdings to understand potential indirect exposures to similar legal challenges.

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.)
• 2026-03-26 — Filing Date (Date the 10-K was filed with the SEC.)
• 2026-02-03 — Legal Complaint Date (Date investors served Wilmington Trust, National Association with a civil complaint.)
• 333-261901-05 — Commission File Number (Unique identifier for Santander Drive Auto Receivables Trust 2022-5.)
• 0001941255 — Central Index Key Number (Unique identifier for Santander Drive Auto Receivables Trust 2022-5.)

Key Players & Entities

• Santander Drive Auto Receivables Trust 2022-5 (company) — issuing entity
• Wilmington Trust, National Association (company) — owner trustee facing legal complaint
• Santander Drive Auto Receivables LLC (company) — depositor
• Santander Consumer USA Inc. (company) — sponsor and servicing participant
• Santander Bank, N.A. (company) — servicing participant
• Citibank, N.A. (company) — indenture trustee and servicing participant
• Corey Henry (person) — President and Chief Executive Officer of Santander Drive Auto Receivables LLC
• Tricolor Holdings, LLC (company) — entity related to asset-backed securitization transactions mentioned in lawsuit
• 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

• Legal Challenge Against Owner Trustee [high — legal]: A civil complaint was filed on February 3, 2026, against Wilmington Trust, National Association (WTNA), the owner trustee. The lawsuit alleges unspecified damages for breaches of contract and duties as custodian and indenture trustee for certain Tricolor Holdings, LLC securitization transactions. Allegations include failures in waterfall payments, servicing transition costs, post-event of default duties, and custodian actions regarding receivables.

Industry Context

The auto finance industry, particularly within the asset-backed securitization (ABS) market, is characterized by its reliance on robust servicing and clear contractual obligations. Companies like Santander operate in a competitive landscape where efficient management of loan portfolios and timely distribution of payments are critical. Regulatory scrutiny, especially concerning compliance with servicing criteria and trustee duties, remains a key trend impacting market participants.

Regulatory Implications

The legal challenge against Wilmington Trust, National Association highlights potential risks associated with trustee responsibilities and compliance with securitization agreements. Investors will monitor this case for any precedent or impact on the trust's operations and asset performance. Furthermore, the continued emphasis on compliance with servicing criteria under Regulation AB underscores the importance of operational integrity for all parties involved in ABS transactions.

What Investors Should Do

1. Monitor the legal proceedings against Wilmington Trust, National Association.
2. Review the Reports on Assessment and Attestation Reports from Servicing Participants.

Key Dates

• 2025-12-31: Fiscal Year End Date — Marks the end of the reporting period for the 10-K filing.
• 2026-03-26: Filing Date — Indicates when the 10-K was officially submitted to the SEC.
• 2026-02-03: Legal Complaint Date — Date investors served Wilmington Trust, National Association with a civil complaint, highlighting a significant legal risk.

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. (Santander Drive Auto Receivables Trust 2022-5 operates as this type of entity, managing securitized auto receivables.)

Owner Trustee

A trustee appointed to hold legal title to the assets in a securitization trust on behalf of the certificate holders. (Wilmington Trust, National Association is the owner trustee facing a legal challenge in this filing.)

Indenture Trustee

A trustee responsible for enforcing the terms of an indenture, which is a legal contract governing the issuance of debt securities. (Wilmington Trust, National Association also serves as the indenture trustee, and its actions are part of the legal dispute.)

Servicing Criteria

A set of standards and requirements that servicers must adhere to when managing the assets within a securitization trust. (Santander Consumer USA Inc., Santander Bank, N.A., and Citibank, N.A. reported compliance with these criteria, indicating operational stability.)

Waterfall Payments

A distribution mechanism in securitization that dictates the priority of payments to different classes of investors based on pre-defined rules. (Alleged failures in waterfall payments are a key point in the legal challenge against the owner trustee.)

Regulation AB

SEC rules governing the registration, reporting, and disclosure requirements for asset-backed securities. (Specific items from Regulation AB (like Item 1119, 1122, 1123) are referenced, indicating the regulatory framework governing this trust.)

Year-Over-Year Comparison

As this is a 10-K filing for a specific trust, direct year-over-year comparisons of revenue and net income are not applicable as these metrics are omitted per General Instruction J. The primary focus for comparison would be on the absence or presence of new material risks, such as the newly disclosed legal challenge against the owner trustee. The confirmation of compliance with servicing criteria by all Servicing Participants suggests continued operational stability compared to previous periods, assuming no new issues were raised.

Filing Documents

• d139349d10k.htm (10-K) — 50KB
• d139349dex311.htm (EX-31.1) — 5KB
• d139349dex331.htm (EX-33.1) — 81KB
• d139349dex332.htm (EX-33.2) — 21KB
• d139349dex341.htm (EX-34.1) — 8KB
• d139349dex342.htm (EX-34.2) — 7KB
• d139349dex351.htm (EX-35.1) — 8KB
• d139349dex352.htm (EX-35.2) — 7KB
• g139349g29j77.jpg (GRAPHIC) — 4KB
• g139349g35m55.jpg (GRAPHIC) — 4KB
• g139349g48k64.jpg (GRAPHIC) — 4KB
• g139349g75k73.jpg (GRAPHIC) — 3KB
• g79474g0325125846589.jpg (GRAPHIC) — 5KB
• g79474g0325125846836.jpg (GRAPHIC) — 1KB
• g79474g23t93.jpg (GRAPHIC) — 2KB
• g79474g62r59.jpg (GRAPHIC) — 3KB
• 0001193125-26-126630.txt ( ) — 224KB

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 "

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