Santander Drive Auto Receivables LLC

02/20/2026 | Press release | Distributed by Public on 02/20/2026 15:26

Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On February 18, 2026, Santander Drive Auto Receivables LLC ("Santander Drive") and Santander Consumer USA Inc. ("SC") entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., on behalf of itself and as representative of the several underwriters (collectively, the "Underwriters"), for the sale of the following notes to be issued by Santander Drive Auto Receivables Trust 2026-1 (the "Issuer"): the Class A-2 4.04% Auto Loan Asset Backed Notes, the Class A-3 3.93% Auto Loan Asset Backed Notes, the Class B 4.07% Auto Loan Asset Backed Notes, the Class C 4.26% Auto Loan Asset Backed Notes and the Class D 4.75% Auto Loan Asset Backed Notes (collectively, the "Publicly Registered Notes"). The Publicly Registered Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File No. 333-284121). The Issuer will initially retain the Class A-1 3.909% Auto Loan Asset Backed Notes and the Class E 6.41% Auto Loan Asset Backed Notes (the "Retained Notes" and together with the Publicly Registered Notes, the "Notes"). It is anticipated that the Notes will be issued on February 25, 2026 (the "Closing Date").

Attached as Exhibit 1.1 is the Underwriting Agreement.

Item 8.01. Other Events.

On the Closing Date, SC and Santander Drive will enter into a Purchase Agreement, to be dated as of the Closing Date (the "Purchase Agreement"), pursuant to which SC will transfer to Santander Drive certain motor vehicle retail installment sales contracts and installment loans relating to certain new and used automobiles, heavy-duty trucks, light-duty trucks, SUVs and vans (the "Receivables") and related property. The Issuer, a Delaware statutory trust, was established by a Trust Agreement, dated as of January 13, 2026, which was amended and restated by an Amended and Restated Trust Agreement, dated as of the Closing Date (the "Amended and Restated Trust Agreement") by and between Santander Drive and Computershare Delaware Trust Company, as owner trustee. On the Closing Date, the Issuer will enter into a Sale Agreement, to be dated as of the Closing Date (the "Sale Agreement"), with Santander Drive, as seller, pursuant to which the Receivables and related property will be transferred to the Issuer. On the Closing Date, the Issuer will enter into a Servicing Agreement, dated as of the Closing Date (the "Servicing Agreement"), with SC, as administrator and sponsor, Santander Bank, N.A., as servicer (the "Servicer"), and Citibank, N.A., as indenture trustee (the "Indenture Trustee"), pursuant to which the Servicer will agree to act as servicer for the Receivables. On the Closing Date, the Issuer, SC, as sponsor, the Servicer and Clayton Fixed Income Services LLC, as asset representations reviewer, will enter into an Asset

Representations Review Agreement, to be dated as of the Closing Date (the "Asset Representations Review Agreement"), relating to the review of certain representations relating to the Receivables after satisfaction of certain conditions. Also, on the Closing Date, the Issuer will enter into an Indenture, to be dated as of the Closing Date (the "Indenture"), by and between the Issuer and the Indenture Trustee. Pursuant to the Indenture, the Issuer will cause the issuance of the Notes and will grant a security interest in the Receivables and other related property to secure the Notes. Also on the Closing Date, the Issuer, SC, as administrator, and the Indenture Trustee will enter into an Administration Agreement, to be dated as of the Closing Date (the "Administration Agreement"), relating to the provision by SC of certain administration services on behalf of the Issuer relating to the Notes.

Attached as Exhibit 4.1 is the form of Indenture, as Exhibit 10.1 is the form of Purchase Agreement, as Exhibit 10.2 is the form of Sale Agreement, as Exhibit 10.3 is the form of Servicing Agreement, as Exhibit 10.4 is the form of Administration Agreement, as Exhibit 10.5 is the form of Amended and Restated Trust Agreement and as Exhibit 10.6 is the form of Asset Representations Review Agreement.

In connection with the offering of the Notes, the chief executive officer of the registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report on Form 8-K to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

Substantially final versions of the transaction documents, the forms of which were filed as exhibits to the Registration Statement, are being filed on this Current Report to satisfy the requirements of Item 1100(f) of Regulation AB.

Santander Drive Auto Receivables LLC published this content on February 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 20, 2026 at 21:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]