UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) October 16, 2025

 

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number of Issuing Entity:  002079358

 

(Exact name of Depositor as specified in its charter)

Central Index Key Number of Depositor:  0001537805

 

(Exact name of Sponsor as specified in its charter)

Central Index Key Number of Sponsor:  0001540252

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.               ☐

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Section 1 — Registrant’s Business and Operations

 

 

In connection with the $1,027,500,000 principal amount of Asset Backed Notes (the “Notes”) to be issued by Mercedes-Benz Auto Lease Trust 2025-B (the “Issuer”) and offered pursuant to the Prospectus dated October 16, 2025, Mercedes-Benz Trust Leasing LLC (“Mercedes-Benz Trust Leasing”) and Mercedes-Benz Financial Services USA LLC (“MBFS USA”) entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Agricole Securities (USA) Inc., Santander US Capital Markets LLC and TD Securities (USA) LLC, as representatives of the several underwriters.  A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K.

 

Section 8 — Other Events

 

 

In connection with the offering on the Notes, the chief executive officer of Mercedes-Benz Trust Leasing has made the certifications required by Paragraph I.B.1(a) of Form SF-3, which certifications are attached as Exhibit 36.1 to this Current Report on Form 8-K.  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.

 

In connection with the issuance of the Notes, the Issuer, Mercedes-Benz Trust Leasing and/or Mercedes-Benz Vehicle Trust intend to enter into at closing the agreements listed below in Item 9.01 and attached as Exhibits 4.1, 4.2, 4.4, 10.1, 10.2, 10.4, 10.5, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K.  These agreements, the forms of which were filed as exhibits to Mercedes-Benz Trust Leasing’s registration statement (333-288660), are being filed on this Current Report on Form 8-K to satisfy the requirements of Item 1100(f) of Regulation AB. The agreements filed as Exhibits 4.3, 10.3 and 99.1 to this Current Report on Form 8-K have been amended since their filing as exhibits to Mercedes-Benz Trust Leasing’s registration statement.

 

Section 9 — Financial Statements and Exhibits

 

 

(a)   Not applicable.

 

(b)   Not applicable.

 

(c)   Not applicable.

 

(d)   Exhibits:

 

1.1

Underwriting Agreement, dated October 16, 2025, among Mercedes-Benz Trust Leasing, MBFS USA, and Credit Agricole Securities (USA) Inc., Santander US Capital Markets LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein.

4.1

Indenture, dated as of October 1, 2025, between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”).

4.2

Amended and Restated Trust Agreement, dated as of October 1, 2025, between Mercedes-Benz Trust Leasing, as transferor, and Wilmington Trust, National Association, as owner trustee.

4.4

2025-B Exchange Note Supplement, dated as of October 1, 2025, among Mercedes-Benz Vehicle Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Collateral Title Co., as collateral agent, MBFS USA, as lender and as servicer, and the Indenture Trustee.

10.1

First-Tier Sale Agreement, dated as of October 1, 2025, between MBFS USA, as seller, and Mercedes-Benz Trust Leasing, as purchaser.

10.2

Second-Tier Sale Agreement, dated as of October 1, 2025, between Mercedes-Benz Trust Leasing, as seller, and the Issuer, as purchaser.

10.4

2025-B Servicing Supplement, dated as of October 1, 2025, among MBFS USA, as servicer and as lender, Mercedes-Benz Vehicle Trust, as titling trust, and Collateral Title Co., as collateral agent.

10.5

Asset Representations Review Agreement, dated as of October 1, 2025 among the Issuer, MBFS USA, as administrator and as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.

36.1

Depositor Certification for shelf offerings of asset-backed securities.

99.2

2025-B Collateral Account Control Agreement, dated as of October 1, 2025, among the Issuer, as initial secured party, and U.S. Bank Trust Company, National Association, as assignee-secured party, and U.S. Bank National Association, as securities intermediary.

99.3

Titling Trust Account Control Agreement, dated as of October 1, 2025, among Mercedes-Benz Vehicle Trust, as initial secured party, U.S. Bank Trust Company, National Association, as assignee-secured party, and U.S. Bank National Association, as securities intermediary.

99.4

2025-B Administration Agreement, dated as of October 1, 2025, among the Issuer, MBFS USA, as administrator, and the Indenture Trustee.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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