As filed with the Securities and Exchange Commission on July 13, 2026

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SF-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BRIDGECREST AUTO FUNDING LLC

as depositor to the issuing entities and the grantor trusts described herein

(Exact name of registrant as specified in its charter)

Bridgecrest Acceptance Corporation
(Exact name of sponsor as specified in its charter)

1720 W. Rio Salado Parkway
Tempe, AZ 85281

(888) 418-1212

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel Gaudreau
Bridgecrest Acceptance Corporation

1720 W. Rio Salado Parkway
Tempe, AZ 85281

(602) 852-6601

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not deliver the notes described in this preliminary prospectus until we deliver a final prospectus. This preliminary prospectus is not an offer to sell the notes and is not soliciting an offer to buy the notes and there shall not be any sale of the notes in any jurisdiction where such offer, solicitation or sale is not permitted.

Subject to Completion, dated [_______] [●], 20[●]

PROSPECTUS

$[●]

Bridgecrest Lending Auto Securitization Trust 20[●]-[●]
Issuing Entity

Central Index Key Number: [●]
 

Bridgecrest Lending Auto Securitization Trust 20[●]-[●] will issue the following asset-backed notes:

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The issuing entity is being structured so as not to constitute a “covered fund” as defined in the final regulations issued December 10, 2013, implementing the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).

The date of this prospectus is [__________] [●], 20[●].

TABLE OF CONTENTS

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WHERE TO FIND INFORMATION IN THIS PROSPECTUS

This prospectus provides information about the issuing entity, Bridgecrest Lending Auto Securitization Trust 20[●]-[●], including terms and conditions that apply to the notes offered by this prospectus.

You should rely only on the information provided in this prospectus, including the information incorporated by reference. We have not authorized anyone to provide you with other or different information. We are not offering the notes offered hereby in any jurisdiction where the offer is not permitted. We do not claim that the information in this prospectus is accurate on any date other than the date stated on the cover.

We have started with two introductory sections in this prospectus describing the notes and the issuing entity in abbreviated form, followed by a more complete description of the terms of the offering of the notes. The introductory sections are:

We include cross-references in this prospectus to captions in these materials where you can find additional related information. You can find the page numbers on which these captions are located under the Table of Contents in this prospectus. You can also find a listing of the pages where the principal terms are defined under “Index” beginning on page [__] of this prospectus.

If you have received a copy of this prospectus in electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus from the depositor or from the underwriters upon request.

In this prospectus, the terms “we,” “us” and “our” refer to Bridgecrest Auto Funding LLC.

REPORTS TO NOTEHOLDERS

After the notes are issued, unaudited monthly reports containing information concerning the issuing entity, the notes and the receivables will be prepared by Bridgecrest Acceptance Corporation (“BAC”), and sent on behalf of the issuing entity to the indenture trustee, which will forward the same to Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”).

The indenture trustee will also make such reports (and, at its option, any additional files containing the same information in an alternative format) available to noteholders each month via its website, which is presently located at [●]. Assistance in using this website may be obtained by calling the indenture trustee’s customer service desk at ([●]) [●]-[●]. The indenture trustee will notify the noteholders in writing of any changes in the address or means of access to the website where the reports are accessible.

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. BAC, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the notes. The issuing entity will file with the Securities and Exchange Commission (the “SEC”) all required annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K. Those reports will be filed with the SEC under the name “Bridgecrest Lending Auto Securitization Trust 20[●]-[●]” and file number [●]-[●]-[●]. The issuing entity incorporates by reference any current reports on Form 8-K filed after the date of this prospectus by or on behalf of the issuing entity before the termination of the offering of the notes. The issuing entity’s annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K, and amendments to those reports filed with, or otherwise furnished to, the SEC will not be made available on BAC’s website because those reports are made available to the public on the SEC website as described above.

The depositor has filed with the SEC a Registration Statement on Form SF-3 that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein.  This prospectus does not contain all of the information in the Registration Statement.  The SEC maintains a website (http://www.sec.gov) that contains reports, registration statements, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

NOTICE TO INVESTORS: UNITED KINGDOM

PROHIBITION ON SALES TO UK RETAIL INVESTORS

The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any uk retail investor in the United Kingdom (“UK”). For these purposes, a “uk retail investor” means a person who either one (or both) of the following: (i) not a PROFESSIONAL client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law and as amended (“UK MiFIR”) or (ii) not a qualified investor (A “UK Qualified Investor”) as defined in PARAGRAPH 15 OF SCHEDULE 1 TO THE POATRS. Consequently no DISCLOSURE DOCUMENT REQUIRED BY THE PRODUCT DISCLOSURE SOURCEBOOK (“DISC”) OF THE HANDBOOK OF RULES AND GUIDANCE ADOPTED BY THE UK FINANCIAL CONDUCT AUTHORITY for offering, selling or distributing the Notes or otherwise making them available to UK retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any UK retail investor in the UK may be unlawful under DISC AND THE CONSUMER COMPOSITE INVESTMENTS (DESIGNATED ACTIVITIES) REGULATIONS 2024 (AS AMENDED). in this prospectus, “poatrS” MEANS THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (AS AMENDED).

[THE CLASS A-1 NOTES HAVE NOT BEEN AND WILL NOT BE OFFERED IN THE UK OR TO UK PERSONS AND NO PROCEEDS OF ANY CLASS A-1 NOTES WILL BE RECEIVED IN THE UK.]

OTHER UK OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE POATRS. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFERS OF NOTES IN THE UK WILL BE MADE ONLY TO A UK QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE UK OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE UK QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE UK OTHER THAN TO UK QUALIFIED INVESTORS.

OTHER UK REGULATORY RESTRICTIONS

THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UK TO PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19 (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR TO PERSONS WHO FALL WITHIN ARTICLE 49(2)(A)-(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER OR TO ANY OTHER PERSON TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED. NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE TO OTHER CATEGORIES OF PERSONS IN THE UK AND NO ONE IN THE UK FALLING OUTSIDE SUCH CATEGORIES IS ENTITLED TO RELY ON, AND THEY MUST NOT ACT ON, ANY INFORMATION IN THIS PROSPECTUS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UK OTHER THAN PERSONS IN THE CATEGORIES STATED ABOVE IS UNAUTHORIZED AND MAY CONTRAVENE THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE “FSMA”).

NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA

PROHIBITION ON SALES TO EU RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD, DISTRIBUTED OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD, DISTRIBUTED OR OTHERWISE MADE AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (the “EEA”). FOR THESE PURPOSES, AN “EU RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR (AN “EU QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 (AS AMENDED) (THE “EU PROSPECTUS REGULATION”).  CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “EU PRIIPS REGULATION”) FOR OFFERING, SELLING OR DISTRIBUTING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO EU RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING, SELLING OR DISTRIBUTING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE EU PRIIPS REGULATION.

OTHER EEA OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE EU PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFERS OF NOTES IN THE EEA WILL BE MADE ONLY TO AN EU QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE EU QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE EEA OTHER THAN TO EU QUALIFIED INVESTORS.

SUMMARY OF STRUCTURE AND FLOW OF FUNDS

This structural summary briefly describes certain major structural components, the relationship among the parties, the flow of funds prior to an acceleration after an event of default and certain other material features of the transaction. This structural summary does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus to understand all the terms of this offering.

Structural Diagram

Flow of Funds⁽¹⁾
(Prior to an Acceleration after an Event of Default)

[SUMMARY OF RISK FACTORS]²

The notes are subject to certain risks that you should consider before making a decision to purchase any notes. This summary is included to provide an overview of the potential risks. It does not contain all of the information regarding the risks that you should consider in making your decision to purchase any notes. To understand these risks fully, you should read “Risk Factors” beginning on page [●].

Risks Related to the Characteristics, Servicing and Performance of the Receivables Pool Could Result in Delays in Payment or Losses on your Notes. The notes are subject to risks relating to the characteristics, servicing and performance of the receivables, which could result in delays in payment or losses on your notes, or adversely affect the market value or liquidity of your notes.

Risks Related to the Limited Nature of the Issuing Entity’s Property. The issuing entity has limited property, and delays in payment or losses on your notes could arise from shortfalls or delays in amounts available to make payments on the notes.

² Summary of Risk Factors to be included if the Risk Factors exceed 15 pages. 

Risks Related to the Sponsor, the Servicer, the Administrator or Other Transaction Parties. Adverse events affecting the sponsor, the servicer, the administrator or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes.

Risks Related to the Issuance of Multiple Classes of Notes[, an Unknown Allocation of Notes] or Retention of Notes. The issuing entity has issued multiple classes of notes, and your notes may be more sensitive to losses, be affected by conflicts of interest between classes and have reduced liquidity or voting power because of an unknown [allocation or] retention of notes.

[Risks Related to the Issuance of a Floating Rate Class of Notes and the Uncertainty of SOFR. The issuance of a floating rate class of notes and the uncertainty of SOFR could adversely affect the ability of the issuing entity to make payment and the return on your notes.]

Risks Related to Certain Features of the Notes and Financial Market Disruptions. Certain features of the notes and financial market disruptions may adversely affect the return on your notes or the market value and liquidity of your notes.

[Risks Related to Certain Tax Aspects Relating to the Issuing Entity, the Grantor Trust and the Notes may Adversely Affect the Return on your Notes and the Market Value and Liquidity of your Notes. Certain features of the notes and tax aspects could affect the return on your notes and market value and liquidity of your notes.

RISK FACTORS

An investment in the notes involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors.

THE CHARACTERISTICS, SERVICING AND PERFORMANCE OF THE RECEIVABLES POOL COULD RESULT IN DELAYS IN PAYMENT OR LOSSES ON YOUR NOTES.

A receivables pool that includes [all][substantially all][most][a majority][some] receivables that are the obligations of sub-prime obligors will have higher default rates than a receivables pool that includes primarily obligations of prime obligors.

[All][substantially all][most][a majority][some] of the receivables in the receivables pool are sub-prime receivables with obligors who do not qualify for conventional motor vehicle financing as a result of, among other things, a lack of or adverse credit history, low income levels and/or the inability to provide adequate down payments. While the seller’s underwriting guidelines were designed to establish that, notwithstanding such factors, the obligor would be a reasonable credit risk, the receivables pool will nonetheless experience higher default rates than a portfolio of obligations of prime obligors. In the event of such defaults, generally, the most practical alternative is repossession of the financed vehicle. As a result, losses on the receivables are anticipated from repossessions and foreclosure sales that do not yield sufficient proceeds to repay the receivables in full. See “—The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes” in this prospectus.

[There is a relatively high concentration of lower credit quality receivables in the receivables pool, which may affect the performance of the receivables and which could result in losses on your notes.]

[There is a [higher][lower] concentration of lower credit quality receivables in the receivables pool than in the sponsor’s owned and serviced portfolio of auto receivables described in the loss and delinquency tables included in this prospectus under “The Receivables Pool—Delinquencies, Repossessions and Credit Losses.”  As a result, you should generally expect that the receivables in the receivables pool will experience delinquencies, repossessions and credit losses that are greater than those experienced by the receivables in the servicer’s owned and serviced portfolio of auto receivables described in such loss and delinquency tables. If delinquencies and losses create shortfalls which exceed the available credit enhancement, you may experience delays in payments due to you and you could suffer a loss on your notes.]

[You may suffer losses due to receivables with low contract rates.]

[The receivables include receivables that have contract rates that are less than the interest rates on your notes. Interest paid on the higher contract rate receivables compensates for the lower contract rate receivables to the extent such interest is paid by the issuing entity as principal on your notes and additional overcollateralization is created. Excessive prepayments on the higher contract rate receivables may adversely impact your notes by reducing the interest payments available.]

The geographic concentration of the obligors in the receivables pool and varying economic circumstances may increase the risk of losses or reduce the return on your notes.

The concentration of receivables in specific geographic areas may increase the risk of loss. A deterioration in economic conditions regardless of reason, including a general curtailment of business activity, the impact of trade policy, including the imposition of tariffs and any retaliatory tariffs, interest rates and unemployment, natural or manmade disasters, extreme weather conditions (including an increase in the frequency of extreme weather conditions as a result of climate change), labor strikes, civil unrest or local or regional effects of public health emergencies in the states where obligors reside could cause damage to the financed vehicles and could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the receivables of the obligors in such states. See “—Recent and future economic developments may

adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes.” As a result, you may experience payment delays and losses on your notes. An insurance payment due to damage to a financed vehicle or an improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables. As a result, you may receive principal payments of your notes earlier than anticipated. See “—Risks related to certain features of the notes and financial market disruptions may adversely affect the return on your notes or the market value and liquidity of your notes—Returns on your notes may be reduced by prepayments on the receivables, events of default, optional redemption of the notes, repurchases of receivables from the [issuing entity][grantor trust] or indemnification payments.”

As of the [statistical] cut-off date, based on the states of residence of the obligors, approximately [●]%, [●]%, [●]% and [●]% of the principal balance of the receivables [in the statistical pool] were located in [__], [__], [__] and [__], respectively. No other state accounts for more than [5.00]% of the principal balance of the receivables [in the statistical pool] as of the [statistical] cut-off date. Because of the concentration of the obligors in certain states, any adverse economic factors, natural or manmade disasters, extreme weather conditions (including an increase in the frequency of extreme weather conditions as a result of climate change), labor strikes, civil unrest or public health emergencies in those states may have a greater effect on the performance of the receivables than if the concentration did not exist, which may result in a greater risk of loss on your notes. In particular, climate change may lead to an increase in the frequency of natural disasters and extreme weather conditions (such as multistate hurricanes and tornadoes), with certain states bearing a greater risk of the adverse effects of climate change, which could increase the risks related to geographic concentration of the receivables in the pool.

The impact of climate change-related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes.

The effects of climate change such as natural disasters or extreme weather conditions (including any increase in the frequency and range of natural disasters and extreme weather conditions as a result of climate change) in the locations where obligors work or reside could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables, including as a result of damage to the financed vehicles, and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the receivables in such states. See “—The geographic concentration of the obligors in the receivables pool and varying economic circumstances may increase the risk of losses or reduce the return on your notes.” Further, the pricing of used vehicles is affected by, among other factors, consumer preferences, which may be impacted by consumer perceptions of climate change and consumer efforts to mitigate or reduce climate change-related events by purchasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity). An increase in the supply or a decrease in the demand for used vehicles may adversely impact the resale value of the financed vehicles securing the receivables. See “—The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes.”

Further, the implementation of new or revised laws or regulations designed to address or mitigate the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) could have a significant impact on the servicer, the sponsor, the administrator, the depositor and the issuing entity (including as a result of an adverse impact generally on the auto finance and resale markets) and could adversely affect the timing and amount of payments on your notes. See “—Adverse events affecting the sponsor, the servicer, the administrator or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes.”

Consequently, the impact of climate change-related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes.

The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes.

As of the [statistical] cut-off date, the majority of the receivables in the pool (by aggregate outstanding principal balance of the receivables in the pool) have a loan-to-value ratio (including ancillary products) greater than [100]%

and approximately [●]% of the receivables in the pool (by aggregate outstanding principal balance of the receivables in the pool) have a loan-to-value ratio (including ancillary products) greater than 120%, which, in each case, means that the outstanding principal balance of the receivable is greater than the value of the related financed vehicle. Further, the rate of depreciation of a financed vehicle could exceed the amortization of the outstanding principal balance of the related receivable, which may result in losses on your notes. For example, new vehicles normally experience an immediate decline in value after purchase because they are no longer considered to be new. In cases where the rate of depreciation in the value of the financed vehicle has exceeded the amortization of the outstanding principal balance of the related receivable, the loan-to-value ratio will have increased since origination, which could increase losses if the related obligor defaults and the related financed vehicle is liquidated. At any point in time, the value of a financed vehicle may be less than the outstanding principal balance of the related receivable. In addition, for a majority of the receivables, certain ancillary products are included in the principal balance of the related receivable, which can increase the likelihood that the principal balance of such receivable will exceed the value of the related financed vehicle during the early years of a receivable’s term. The lack of any significant equity in their vehicles may make it more likely that the related obligors will default in their payment obligations if their personal financial conditions change. A default during the earlier years of a receivable’s term is more likely to result in losses because the proceeds of repossession of the related financed vehicle are less likely to pay the full amount of interest and principal owed on that receivable. Further, the frequency and amount of losses may be greater for receivables with longer terms because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term receivable may result in a longer period during which the value of the related financed vehicle is less than the remaining principal balance of the receivable. Additionally, obligors on receivables related to financed vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their receivables. Although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, loss severity tends to be greater with respect to receivables secured by new vehicles because of the higher rate of depreciation described above particularly when there is also a decline in used vehicle prices. Similarly, receivables with a higher loan-to-value ratio tend to have a higher severity of loss. Furthermore, specific makes, models and vehicle types may experience a higher rate of depreciation and a greater than anticipated decline in used vehicle prices under certain market conditions including, but not limited to, the discontinuation of a brand by a manufacturer, the termination of dealer franchises by a manufacturer or a product recall.

The pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer preferences (including preferences that may change quickly based on factors such as fuel costs, an actual or perceived increase in extreme weather or consumer perceptions of climate change and consumer efforts to mitigate or reduce climate change-related events by purchasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity)), economic factors, the introduction and pricing of new vehicle models and other factors, including the impact of vehicle recalls or the discontinuation of vehicle models or brands. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. Decisions by a manufacturer with respect to new vehicle production, pricing and incentives may affect used vehicle prices, particularly those for the same or similar models. If programs are implemented by the United States government to stimulate the sale of new vehicles, this may have the effect of further reducing the values of used vehicles, resulting in increased net losses that may result in losses on your notes. Further, the insolvency of a manufacturer or ratings downgrade of a manufacturer may negatively affect used vehicle prices for vehicles manufactured by that company. An increase in the supply or a decrease in the demand for used vehicles may adversely impact the resale value of the financed vehicles securing the receivables. Decreases in the value of those vehicles may, in turn, reduce the incentive of obligors to make payments on the receivables and decrease the proceeds realized by the issuing entity [and the grantor trust] from repossessions of financed vehicles. Adverse changes in these factors, including general economic conditions and market interest rates, may affect both the supply and demand of new and used vehicles, as well as repossession activity and the market and process for the sale of repossessed vehicles. Additionally, supply chain disruptions and a reduction in the supply of new vehicles in the past have contributed, and in the future may again contribute, to an increase in demand for used vehicles. As a result of the foregoing, the delinquency and net loss figures, shown in the tables appearing under “The Receivables Pool—Delinquencies and Net Losses” in this prospectus, might be a less reliable indicator of the rates of delinquencies, repossessions and losses that could occur on the receivables in the receivables pool than would otherwise be the case.

The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes.

Although the servicer is obligated to service the receivables in accordance with its customary servicing practices, the servicer has broad discretion in servicing the receivables, including the ability to grant payment extensions and to determine the timing and method of collection (including whether or not to repossess the related financed vehicle) and liquidation procedures. The servicer’s discretion in its servicing of the receivables is limited to permitted modifications, as described under “The Transfer Agreements and the Administration Agreement—Collection, Extensions and Modifications of Receivables” in this prospectus. The servicer may grant permitted modifications, including extensions on, or deferrals of, payments due or halt repossession activity on a case-by-case basis or more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster or public health emergency affecting a large group of obligors. See “Servicing by BAC” in this prospectus. Payment deferrals or extensions or delays in initiating repossession activity may extend the maturity of the receivables, increase the weighted average life of any class of notes and reduce the yield on your notes.

In addition, the servicer’s customary servicing practices may change from time to time and those changes could reduce collections on the receivables. Although the servicer’s customary servicing practices at any time will apply to all comparable motor vehicle receivables serviced by the servicer, without regard to whether a receivable is owned by the [issuing entity][grantor trust], the servicer is not obligated to maximize collections from the receivables. Consequently, the manner in which the servicer exercises its servicing discretion or changes its customary servicing practices could have an impact on the amount and timing of collections on the receivables, which may impact the amount and timing of funds available to make payments on the notes.

Additionally, if the servicer breaches certain covenants with respect to the servicing of the receivables, the servicer may be required to indemnify the actual loss amount with respect to such receivables. If the servicer fails to pay such actual loss amount, as and when required, investors might experience reductions or delays in payments on the notes. See “The Transaction Documents—The Servicing Agreement and Servicing of the Receivables.”

BAC’s proprietary scoring system may not perform as expected or may fail to properly quantify the credit risks associated with BAC’s customers and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the receivables.

BAC has developed, and revises from time to time, complex proprietary scoring models that use traditional and non-traditional variables to assess credit risk and determine credit offer parameters. There is no guarantee that BAC’s scoring models will perform as intended.

If BAC made errors in developing or validating its scoring models, trained or validated its models on incomplete, inaccurate, or biased data sets, or used model development or validation techniques that result in bias or instability, BAC may fail to gauge credit risk as expected and make credit decisions that result in higher delinquencies and net losses. BAC’s scoring models are generally developed and validated on samples of consumer data and loan performance pertaining to a distinct period of time in the past. Changes in the macroeconomy, consumer behavior, creditor reporting behavior, and third party data reporting methods between a model’s development and validation periods and between a model’s development period and when the model is used by BAC could materially impact the relationship between inputs to BAC’s models and expected credit outcomes, resulting in a reduction of the ability of BAC’s scoring models to assess credit risk as expected. Proprietary scores, including the credit score data presented in this prospectus, do not account for changes in obligors’ employment, income, or credit profiles subsequent to the date as of which such scores are obtained or calculated. Consequently, information regarding proprietary scores for the receivables in the pool presented under “The Receivables Pool” in this prospectus should not be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms.

BAC’s scoring models rely heavily on data obtained from third parties. If the data BAC obtains from third parties for use in its models is incomplete, inaccurate, biased, or not provided consistent with the methods and practices used by such third parties during the time period of the sample upon which BAC built or validated our models, the output of BAC’s models may be unreliable and fail to properly quantify credit risk, resulting in it making credit decisions that result in higher delinquencies and net losses. Further, although BAC establishes guidelines and policies governing its underwriting, income verification, identity verification, vehicle valuation, and fraud detection

processes and procedures, there have been instances in the past in which these processes and procedures have not been effective, and there is a risk that these checks could also fail or be ineffective in the future, which could result in losses related to fraud being borne by the noteholders.

Historical loss and delinquency information set forth in this prospectus under “The Receivables Pool—Delinquencies and Net Losses” was affected by several variables, including general economic conditions and market interest rates, that are expected to differ in the immediate future, and are likely to differ in the longer term future. Consequently, the net loss experience calculated and presented in this prospectus with respect to the servicer’s owned and serviced portfolio of auto receivables may not reflect actual experience with respect to the receivables in the receivables pool. The sponsor has experienced variability (including increases) in delinquencies and repossessions on its auto loan portfolio, which variability may continue (including as a result of general economic conditions in the United States, conditions in the global financial markets and the business or operations of the sponsor, the administrator or the servicer). Further, the prices of used vehicles, including the prices at which the servicer is able to sell repossessed vehicles, are variable, and declines in used vehicle prices will result in increased net losses on defaulted receivables. In addition, future delinquency rates, rates of repossession, recovery rates on repossessed vehicles or loss experience of the servicer with respect to the receivables may be better or worse than that set forth in the static pool information and historical delinquency and loss information contained in this prospectus.

In addition, the servicer’s customary servicing practices have changed over time and may change from time to time in the future, and those changes could reduce collections on the receivables. As a result, the delinquency and net loss experience presented in this prospectus with respect to the servicer’s owned and serviced portfolio of auto receivables or the static pool information may not reflect actual experience with respect to the receivables in the receivables pool. If the performance of the receivables in the receivables pool is worse than expected, the timing and amount of payments on the notes could be adversely affected.

[This prospectus provides information regarding the receivables in the receivables pool as of the statistical cut-off date, which may differ from the characteristics of the receivables in the receivables pool as of the cut-off date.

This prospectus describes the characteristics of the receivables in the receivables pool as of the statistical cut-off date. The receivables transferred to the issuing entity on the closing date will be the same receivables included in the pool described in this prospectus as of the statistical cut-off date except for those receivables (i) that no longer satisfy the eligibility criteria specified in the transaction documents or do not otherwise satisfy the selection criterion used by BAC to determine eligibility of a receivable for inclusion in the pool, (ii) for which payment in full has been received or (iii) for which BAC is unable to verify all of the required asset-level information for filing by the issuing entity on Form ABS-EE, in each case as of the cut-off date. The receivables transferred to the issuing entity on the closing date may have characteristics that differ somewhat from the characteristics of the receivables in the pool as of the statistical cut-off date described in this prospectus. The characteristics (as of the cut-off date) of the receivables transferred to the issuing entity on the closing date will not differ materially from the characteristics (as of the statistical cut-off date) of the receivables in the pool described in this prospectus, and each receivable must satisfy the eligibility criteria specified in the transaction documents. Further, the issuing entity has provided asset-level information as of the cut-off date with respect to the receivables that will be transferred to the issuing entity on the closing date on Form ABS-EE. See “The Receivables Pool—Asset Level Information” in this prospectus. If you purchase a note, you should review such asset-level information provided on Form ABS-EE and you should not assume that the characteristics of the receivables transferred to the issuing entity on the closing date will be identical to the characteristics of the receivables in the pool as of the statistical cut-off date described in this prospectus.]

Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes.

A deterioration in economic conditions and certain economic factors, such as reduced business activity, high unemployment, interest rates, housing prices, energy prices (including the price of gasoline), increased consumer indebtedness (including of obligors on the receivables), lack of available credit, increased state, local or federal taxation, the rate of inflation, consumer perceptions of the economy, the imposition of tariffs or retaliatory tariffs and other factors, such as terrorist events, civil unrest, armed conflicts, cyber-attacks, public health emergencies,

extreme weather conditions or significant changes in the political environment and/or public policy could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. The issuing entity’s ability to make payments on the notes could be adversely affected if obligors were unable to make timely payments or if the servicer elected to, or was required to, implement forbearance programs for obligors.

The United States has in the past experienced, and may in the future experience, periods of economic contraction or volatility.  The outlook for the U.S. economy remains uncertain, and there could be increases in the level of unemployment claims, economic contraction or volatility, the rate of inflation and declines in consumer confidence and spending.  Rising inflation, including steep increases in consumer prices in the United States, and related economic policies have caused periods of economic contraction.  Changes in international trade policy, especially related to additional or new tariffs or retaliatory tariffs, have the potential to disrupt existing supply chains, impose additional costs on businesses and adversely affect consumer spending. The general effects of inflation on the economy of the United States may be wide ranging, evidenced by rising wages or rising costs of consumer goods and services. For example, if an obligor’s income growth fails to keep pace with the rising costs of goods and services, then such obligor may have less funds available to make payments on its receivable, resulting in an increased risk of delinquency, default, repossession and loss on such receivable. Further, changes and instability in the macroeconomic environment may also be accompanied by temporary or prolonged decreased consumer demand for motor vehicles and declining used vehicle prices. Significant increases in the inventory of used vehicles during periods of economic contraction or volatility may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales, which could adversely impact recovery values and which may result in potential losses on the receivables.

All of these factors could result in reduced or delayed payments on your notes. If an economic downturn is experienced for a prolonged period of time, it is expected that delinquencies will increase and losses on the receivables could increase, which could result in losses on your notes. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables, either because obligors elect to make payments more frequently or in larger-than-required amounts or because obligors sell the financed vehicles more frequently in connection with the purchase of new vehicles. As a result, you may receive principal payments of your notes earlier than anticipated, which could reduce the return on your notes.

The application of the Servicemembers Civil Relief Act and similar state or local laws may lead to delays in payment or losses on your notes.

The Servicemembers Civil Relief Act and similar state or local laws may limit the interest payable on a receivable or the ability of the servicer to repossess a vehicle during an obligor’s period of active military duty. These laws, together with the servicer’s customary servicing practices developed to comply with such legislation, as well as give additional benefits to active military personnel (and, in some circumstances, their family members and certain other related parties, even where not required by law), could adversely affect the ability of the servicer to collect full amounts of interest on a receivable, as well as limit the ability of the servicer to repossess the financed vehicle related to an affected receivable during and, for a certain time after, the obligor’s period of active military duty. On July 29, 2022, the Bureau of Consumer Financial Protection, known as the Consumer Financial Protection Bureau (the “CFPB”) and the U.S. Department of Justice sent a notification letter to certain automobile lending and leasing companies, reminding them of the protections offered to servicemembers and their dependents under the Servicemembers Civil Relief Act. These laws and the servicer’s customary servicing practices may result in delays and losses in payments to holders of the notes. See “Material Legal Aspects of the Receivables—Servicemembers Civil Relief Act” in this prospectus.

Failure to comply with consumer protection laws may result in losses on your notes.

Federal and state consumer protection laws regulate the creation, collection and enforcement of consumer contracts such as the receivables. These laws impose specific statutory liabilities upon creditors who fail to comply with the provisions of these laws. Although the liability of the [issuing entity][grantor trust]to the obligor for violations of applicable federal and state consumer laws may be limited, these laws may make an assignee of a receivable, such as the [issuing entity][grantor trust], liable to the obligor for any violation by the lender or may affect the [issuing entity][grantor trust]’s ability to enforce its rights to collect under the receivable or to repossess the related financed vehicle. The sponsor may be obligated to repurchase from the [issuing entity][grantor trust] any receivable that fails

to comply with federal and state consumer protection laws. To the extent that the sponsor fails to make (or is not required to make) such a repurchase, or to the extent that a court holds the [issuing entity][grantor trust]liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the [issuing entity][grantor trust], including as described in “—Adverse events affecting the sponsor, the servicer, the administrator or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes—Federal or state regulatory reform could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.” For a discussion of certain federal and state consumer protection laws which may affect the receivables, you should refer to “Material Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus.

Further, changes to, or expanded interpretations and enforcement of, laws or regulations enacted to address consumer protection, could have a significant impact on the servicer, the sponsor, the depositor, the issuing entity [or the grantor trust] or could adversely affect the collectability of the receivables in the receivables pool (for example, if a license necessary for the servicer to service the receivables in the receivables pool were revoked or if the servicer, the sponsor, the issuing entity [or the grantor trust] were unable to obtain a required license), which could adversely affect the timing and amount of payments on your notes.

[You may experience reduced returns on your notes resulting from distribution of amounts in the pre-funding account.

On one or more occasions following the closing date, the issuing entity may purchase receivables from the depositor, which, in turn, will acquire these receivables from the sponsor, with funds on deposit in the pre-funding account.

You will receive as a prepayment of principal any amounts remaining in the pre-funding account that have not been used to purchase receivables by the end of the Funding Period. See “The Transfer Agreements and the Administration Agreement—Pre-Funding Account,” in this prospectus. This prepayment of principal could have the effect of shortening the weighted average life of your notes. The inability of the depositor to obtain receivables meeting the requirements for sale to the issuing entity will increase the likelihood of a prepayment of principal. In addition, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on your notes.]

[Lack of availability of additional receivables during the revolving period could shorten the average life of your notes.

During the revolving period, the issuing entity will not make payments of principal on the notes. Instead, the issuing entity will purchase additional receivables from the depositor. The purchase of additional receivables by the issuing entity will lengthen the average life of the notes compared to a transaction without a revolving period. However, an unexpectedly high rate of collections on the receivables during the revolving period, a significant decline in the number of receivables available for purchase or the inability of the depositor to acquire new receivables could affect the ability of the issuing entity to purchase additional receivables. If the issuing entity is unable to reinvest available amounts by the end of the revolving period, then the average life of the notes may be less than anticipated.]

THE ISSUING ENTITY HAS LIMITED [ASSETS][PROPERTY], AND DELAYS IN PAYMENT OR LOSSES ON YOUR NOTES COULD ARISE FROM SHORTFALLS OR DELAYS IN AMOUNTS AVAILABLE TO MAKE PAYMENTS ON THE NOTES.

You must rely for repayment only upon the [issuing entity’s assets][issuing entity property] which may not be sufficient to make full payments on your notes.

Your notes are secured solely by the [assets of the issuing entity][issuing entity property], the principal asset of which will be [the grantor trust certificate and] the receivables pool. BAC, the sponsor, the administrator, the servicer and the depositor are not obligated to make any payments to you or on your notes and do not guarantee

payments on the receivables. Further, neither the notes nor the receivables will be insured or guaranteed by the United States or any governmental entity. Distributions on any class of notes will depend solely on the amount and timing of payments and other collections in respect of the receivables and distributions from the reserve account [or the Class N reserve account solely with respect to the Class N notes] which in turn will depend on the amount and timing of collections on the receivables and the amounts available in the reserve account [or the Class N reserve account, as applicable]. These amounts, together with other payments and collections in respect of the receivables, may not be sufficient to make full and timely distributions on your notes. If delinquencies and losses create shortfalls which exceed the available credit enhancement, you may experience delays or reductions in payments on your notes and you could suffer a loss.

You may experience a loss or a delay in receiving payments on the notes if the [assets of the issuing entity are][issuing entity property is] liquidated.

If an event of default under the indenture occurs and the notes are accelerated, the indenture trustee may liquidate the [assets of the issuing entity][issuing entity property]. As a result:

The issuing entity cannot predict the length of time that will be required for liquidation of the [assets of the issuing entity][issuing entity property] to be completed. In addition, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the outstanding principal amount of the notes to be paid before the related final scheduled payment date will involve the prepayment risks described above.

Repurchase or indemnification obligations are limited, and do not protect the issuing entity from all risks that could impact the performance of the receivables.

The seller will make limited representations and warranties regarding the characteristics of the receivables to be transferred to the [issuing entity][grantor trust]. The seller will be obligated to repurchase from the [issuing entity][grantor trust] (as assignee of the depositor [and the issuing entity]) a receivable if there is a breach of the representations or warranties regarding the eligibility of such receivable (and such breach is not cured and materially and adversely affects the interest of the issuing entity, [the grantor trust,] the noteholders or the certificateholders in such receivable). Additionally, BAC, as servicer, will be obligated to indemnify the actual loss amount with respect to a receivable if the servicer makes certain modifications to such receivable or if the servicer breaches certain servicing covenants (and such breach is not cured and materially and adversely affects the interest of the [issuing entity][grantor trust] or the noteholders in such receivable). However, the representations and warranties made by the sponsor and the limited indemnity of the servicer are not a guarantee of performance and do not protect the [issuing entity][grantor trust] from all risks that could impact the performance of the receivables, including risks related to adverse economic developments. Further, the representations and warranties are made as of the cut-off date or closing date, as applicable, and are not ongoing representations or warranties with respect to the eligibility of the receivables. Additionally, if the seller is required to repurchase a receivable or BAC, as servicer, is required to indemnify the actual loss amount with respect to a receivable, the payment of principal on the notes may be accelerated. While the seller may be obligated to repurchase a receivable or the servicer to indemnify the actual loss amount with respect to a receivable, the seller and the servicer may not be in a position financially to fund their respective obligations and you could suffer a loss.

Interests of other persons in the receivables and financed vehicles could be superior to the interests of the [issuing entity][grantor trust], which may result in losses on the receivables and reduced payments on your notes.

Generally, each receivable is secured at origination by the related financed vehicle. Although the receivables will be transferred to the [issuing entity][grantor trust] and pledged to the indenture trustee, the lien certificates or certificates of title relating to the financed vehicles securing the receivables will not be amended or reissued to identify the [issuing entity][grantor trust] as the new secured party. In the absence of an amendment or reissuance, the [issuing entity][grantor trust] may not have a perfected security interest in the financed vehicles securing the receivables in some states. Additionally, the [issuing entity][grantor trust] could lose the priority of its security interest in a financed vehicle due to, among other things, liens for repairs or storage of a financed vehicle or for unpaid taxes of an obligor. None of the servicer, the sponsor, the seller, the depositor or any other person will have any obligation to purchase or repurchase a receivable if liens for repairs or storage of a financed vehicle or for unpaid taxes of an obligor result in the loss of the priority of the security interest in the financed vehicle.

If the [issuing entity][grantor trust] has failed to obtain or maintain a perfected security interest in a financed vehicle, its security interest would be subordinate to, among others, a bankruptcy trustee of the obligor, a subsequent purchaser of the financed vehicle or a holder of a perfected security interest in the financed vehicle or a bankruptcy trustee of such holder. The servicer may not be able to repossess and liquidate a financed vehicle if the security interest in that vehicle created by the receivable is not perfected at the time of repossession, which could result in higher losses on defaulted receivables and reduced collections available to make payments on your notes. See “Material Legal Aspects of the Receivables—Security Interests in the Financed Vehicles” in this prospectus.

The servicer will be required to maintain possession of the original contracts for each of the receivables in tangible form or “control” of the authoritative copies of the contracts in electronic form, and the original contracts and authoritative copies of electronic contracts will not be segregated or marked as belonging to the [issuing entity][grantor trust]. If the servicer sells or pledges the receivables and delivers the original contracts for the receivables to another party or permits another party to obtain control of the authoritative copies of the electronic contracts, in violation of its contractual obligations under the transaction documents, this party could acquire an interest in the receivable which may have priority over the [issuing entity’s][grantor trust’s] interest. The servicer could also lose possession or control of the contracts through fraud, forgery, negligence or error, or as a result of a computer virus or a hacker’s actions or otherwise (especially in a circumstance where the contracts are held in electronic form). Furthermore, if the servicer becomes the subject of an insolvency or receivership proceeding, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, these claims could result in losses or delays in payment to you or an acceleration of the repayment of the notes.

The possibility that the [issuing entity][grantor trust] may not have a perfected security interest in the financed vehicles or in the receivables may affect the [issuing entity’s][grantor trust’s] ability to receive payments on the receivables or liquidation proceeds with respect to the financed vehicles. Therefore, you may be subject to delays in payment and may incur losses on your notes.

ADVERSE EVENTS AFFECTING THE SPONSOR, THE SERVICER, THE ADMINISTRATOR OR OTHER TRANSACTION PARTIES COULD RESULT IN LOSSES ON YOUR NOTES OR REDUCE THE MARKET VALUE OR LIQUIDITY OF YOUR NOTES.

Adverse events with respect to the sponsor, the servicer, the administrator or their affiliates or third-party service providers to whom the servicer outsources its activity could affect the timing of payments on your notes or adversely affect the market value or liquidity of your notes.

Adverse events with respect to the sponsor, the servicer, the administrator or any of their affiliates or third-party service providers to whom the servicer outsources its activity could result in servicing disruptions or affect the performance or market value of your notes and your ability to sell your notes in the secondary market. For example, servicing disruptions could result from unanticipated events beyond the servicer’s control, such as natural disasters, civil unrest, cyber-attacks, political instability, armed conflict, public health emergencies (including global or

regional pandemics or similar outbreaks), the imposition of tariffs and economic disruptions, labor strikes and staffing issues related to labor shortages, particularly to the extent such events affect the servicer’s business or operations. Further, the failure of certain third parties that the servicer, the administrator and the sponsor rely on to deliver products and services to support their respective businesses to fully perform their obligations in a timely manner could adversely impact the servicer’s, the administrator’s or the sponsor’s ability to operate their respective businesses or perform their respective obligations under the transaction documents or could cause a disruption in collection activities with respect to the receivables owned by the grantor trust. In addition, in the event of a termination and replacement of the servicer, there may be some disruption of the collection activity with respect to the receivables owned by the grantor trust, leading to increased delinquencies, defaults and losses on the receivables. Any such disruptions may cause you to experience delays in payments or losses on your notes.

BAC, and its affiliates, rely on its ability to sell securities in the asset-backed securities market and upon its ability to access various credit facilities to fund their operations. As of March 31, 2026, BAC and DriveTime Car Sales Company, LLC (“DriveTime Car Sales”) had available liquidity of $991.2 million, which includes the availability from BAC’s warehouse facilities and DriveTime Car Sales revolving inventory facility, in each case subject to satisfaction of the terms and conditions of the respective agreements. As of March 31, 2026, BAC had $1.6 billion in revolving warehouse capacity and DriveTime Car Sales had $350 million in revolving inventory capacity. As discussed under “—The characteristics, servicing and performance of the receivables pool could result in delays in payment or losses on your notes—Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes,” the global credit and financial markets have experienced, and may in the future experience, significant disruption and volatility. If BAC’s access to funding is reduced or if BAC’s costs to obtain such funding significantly increases, BAC’s business, financial condition and results of operations could be materially and adversely affected, which could adversely affect BAC’s ability to perform its obligations under the transaction documents, including as servicer. Further, if the ownership of BAC or any of its affiliates were to change or if any employee or officer of BAC integral to BAC’s business were no longer involved in the management of BAC, then the business, financial condition or results of operations could be materially and adversely affected, which could adversely affect BAC’s ability to perform its obligations under the transaction documents, including as servicer.

Additionally, the ability of the servicer to perform its obligations under the transaction documents will depend, in part, on its ability to store, retrieve, process and manage substantial amounts of information. Any failure or interruption of the servicer’s information systems or any third-party information systems on which it relies as a result of inadequate or failed processes or systems, human errors, employee negligence or misconduct, catastrophic events, network outages, utility outages, electronic or physical infrastructure outages, external or internal security breaches, acts of vandalism, hardware or software failures, computer viruses, malware, ransomware, misplaced or lost data or other events could disrupt the servicer’s normal operating procedures, could damage its reputation, could lead to significant costs to remediate and could have an adverse effect on its business, results of operations and financial condition.

From time to time, the servicer may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with any updates or transitions, the servicer has experienced brief servicing disruptions and, in the future, may experience brief or prolonged disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training. These and other implementation-related difficulties may contribute to higher delinquencies, servicing inefficiencies, data processing issues, manual intervention to supplement or correct systems issues and the need for further updates to the servicing systems. It is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced in connection with a failure or interruption of information systems, and any disruptions in servicing activities may have an adverse effect on your notes.

Further, many companies (including the servicer, the sponsor and the administrator) have seen an increase in the number and range of cyber-attacks, which, if successful, could give rise to the loss of significant amounts of sensitive information and the disablement of the information technology systems used to service obligors on the receivables and other customers. The servicer, the sponsor and the administrator may incur significant costs in attempting to protect against such attacks or remediate any vulnerability or resulting breach. If the servicer, the sponsor or the administrator fails to effectively manage cyber-security risk or is required to devote significant

resources towards doing so, this could materially and adversely affect its business, financial condition and results of operation, as well as the servicer’s ability to service the receivables, resulting in an increased risk of loss on the notes.

BAC, its affiliates and third-party service providers may use artificial intelligence, machine learning and similar technologies, including generative artificial intelligence (“AI”), to service the receivables and operate BAC’s business, and such use is expected to grow over time. AI systems carry significant risks – including hallucinatory, inaccurate, biased or misleading outputs, heightened data privacy and cybersecurity exposure, third-party dependence and degraded predictive performance during stress events – any of which could cause operational inefficiencies, legal liability or reputational harm. If such use of AI results in errors, service disruptions or adverse customer outcomes, BAC’s ability to perform its servicing obligations under the transaction documents, and the timing or amount of payments on your notes could be adversely affected.

The sponsor has been, or may become, subject to various legal and regulatory proceedings and governmental investigations in the ordinary course of its business. The sponsor is also party to, or is periodically otherwise involved in, reviews, investigations, examinations and proceedings (both formal and informal), and information-gathering requests, by government and self-regulatory agencies and various state regulatory and enforcement agencies. Investigations, litigation, regulatory proceedings and/or information-gathering requests that the sponsor or any of its subsidiaries or affiliates are involved in, or may become involved in, have resulted in and may in the future result in (individually or in the aggregate) adverse consequences to the sponsor including, without limitation, adverse judgments, settlements, fines, penalties, restitution, alterations in the sponsor’s business practices, injunctions, or other actions and may affect the ability of the sponsor or any of its subsidiaries or affiliates to perform their respective duties under the transaction documents.

Furthermore, if the sponsor, the servicer or the depositor becomes the subject of an insolvency proceeding, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, the attempt could result in losses or delays in payments to you or an acceleration of the repayment of the notes. See “—Bankruptcy of BAC, the seller or the depositor, or an affiliate thereof, could result in delays in payments or losses on your notes” below.

Federal or state regulatory reform could have a significant impact on the servicer, the sponsor, the depositor [,][or] the issuing entity [or the grantor trust] and could adversely affect the timing and amount of payments on your notes.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act is extensive and significant legislation that, among other things, created a framework for the liquidation of certain bank holding companies and other nonbank financial companies and certain of their subsidiaries in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and created the CFPB, an agency responsible for, among other things, administering and enforcing the laws and regulations for consumer financial products and services and conducting examinations of large banks and their affiliates and certain non-depository institutions for purposes of assessing compliance with the requirements of consumer financial laws.

The Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services offered by financial institutions. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions and their respective affiliates. There is considerable uncertainty as to the operating status of federal agencies (including the CFPB) and the future policies that the current U.S. administration may pursue in areas impacting financial regulation and consumer protection. Federal consumer financial regulation is in a period of extended transition for a variety of reasons, including that nominations for federal agency leadership remain open, executive orders impacting the operations of federal agencies are being issued (with uncertainty around the scope of their application and timing of their implementation), and reductions in personnel are occurring across federal agencies including the CFPB. Many of the current U.S. administration’s executive orders are being challenged in court, with initial requests for injunctions being granted, denied, or extended, and the ultimate resolution of the legality of the executive orders is expected to take an extended period of time. Further, in pending litigation challenges to rules, federal agencies have sought to suspend or dismiss the litigation in some cases. The outlook is

similarly uncertain as to pending enforcement cases. It is also uncertain how other federal and state regulators will respond to any changes at the CFPB, which may include increasing or decreasing enforcement activity. See “Material Legal Aspects of the Receivables—Consumer Financial Protection Bureau” in this prospectus.

Compliance with the implementing regulations under the Dodd-Frank Act and the oversight of the SEC, CFPB or other government entities, as applicable, has imposed costs on, created operational constraints for, and placed limits on pricing of consumer products with respect to finance companies such as the sponsor. Therefore, requirements imposed by the Dodd-Frank Act may have a significant future impact on the servicing of the receivables, or on the regulation and supervision of the servicer, the sponsor, the depositor, the issuing entity, [the grantor trust] and/or their respective affiliates.

The CFPB has successfully asserted the power to investigate and bring enforcement actions directly against securitization special purpose entities. On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by securitization trusts by holding that the trusts are “covered persons” under the Dodd-Frank Act because they engage in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court granted the defendant trusts’ motion to certify that order for an immediate interlocutory appeal and stayed the case pending resolution of any appeal.  On March 19, 2024, the Third Circuit Court of Appeals issued its decision on the interlocutory appeal holding that the defendant trusts are “covered persons” under the Dodd-Frank Act and subject to the CFPB’s enforcement authority. On August 16, 2024, the defendant trusts filed a petition for a writ of certiorari to the U.S. Supreme Court, which was denied on December 16, 2024. On January 16, 2025, the CFPB announced a proposed settlement of the action with the defendant trusts, but it was not entered by the district court. On April 25, 2025, the CFPB and the defendant trusts filed a joint notice of dismissal and the district court dismissed the case with prejudice on April 28, 2025. Despite this outcome, the CFPB and state regulators and attorneys general, who have independent authority to enforce the Dodd-Frank Act, may rely on the decision of the Third Circuit Court of Appeals in the future as precedent in investigating and bringing enforcement actions against other trusts, including the issuing entity or the grantor trust.

In February 2022, the CFPB also issued a compliance bulletin stating its position that automobile loan holders and servicers are responsible for ensuring that their repossession-related practices, and the practices of their service providers, do not violate applicable law, and the CFPB also described its intention to hold automobile loan holders and servicers liable for unfair, deceptive, or abusive acts or practices related to the repossession of automobiles. This compliance bulletin was subsequently withdrawn by the CFPB on May 12, 2025. In the Fall of 2024, the CFPB issued a special edition of Supervisory Highlights focused on automobile finance concerns, including deceptive advertising related to available loan terms, misapplied payments or incorrect information about payment history reported to credit reporting agencies, unlawful repossession and the handling of add-on product and refunds after events such as repossession or early payoff of the account. The CFPB entered into consent orders with a large national bank and a finance company related to certain servicing practices. Among other things, the CFPB determined that such large national bank engaged in unfair automobile loan servicing acts and practices by incorrectly applying consumer payments, charging borrowers incorrect fees, interest or other amounts, wrongly repossessing borrowers’ automobiles and failing to ensure consumers received refunds for certain premiums the consumers paid dealers at origination relating to retail installment contracts purchased by such large national bank. In particular, the consent order stated that such large national bank did not ensure that unearned guaranteed asset protection (“GAP”) contract premiums were refunded to all borrowers who paid off their accounts early. It is possible that the CFPB may bring enforcement actions against securitization trusts holding motor vehicle retail installment sale contracts, such as the issuing entity and the grantor trust, and servicers in the future.

In addition to GAP coverage, DriveTime Car Sales also sells certain other optional products such as its DriveCare^® vehicle service contract (“VSC”), GPS device and service and other products. These products are sold to a significant majority of the obligors, the purchase price of such products is included in the amount financed of each related receivable and, as of the cut-off date, the [majority] of obligors chose to purchase such products. BAC or its affiliate is obligated to provide a proportional credit to the unpaid principal balance of the account to any customer who cancels the VSC, GAP coverage or GPS monitoring or if the related receivable becomes a Defaulted Receivable, unless the products are subsequently reinstated. The credits related to such products are paid to BAC or its successors and assigns, as lienholder, in the event that the related vehicle is subject to a lien in their favor. If DriveTime Car Sales or BAC encounter financial difficulty or become insolvent or bankrupt, there could be a delay

in payments or losses on the notes related to the failure to make payments of these credits to the obligor’s account or the issuing entity [or the grantor trust], as applicable.

In addition, the framework for the liquidation of “covered financial companies” or their “covered subsidiaries” may apply to the sponsor or its nonbank affiliates, the issuing entity, [the grantor trust] or the depositor, and, if it were to apply, may result in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the indenture trustee or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of receivables pursuant to the transaction documents as further described under “Material Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Framework—FDIC’s Repudiation Power under OLA” in this prospectus. Application of this framework could materially adversely affect the timing and amount of payments of principal and interest on your notes.

In particular, state regulators, the Federal Trade Commission (the “FTC”) and state attorneys general have over the past several years increased their scrutiny of motor vehicle dealers and automobile lending, particularly with respect to antidiscrimination and deception concerns related to the prices of, and fees charged in connection with, automobile financing, including add-on products such as GAP and extended warranties. For example, in March 2026, the FTC issued letters to 97 dealer groups across the U.S. warning that dealers must disclose all mandatory fees when advertising the total price of motor vehicles. Also, the New York Department of Financial Services issued an industry letter on July 18, 2023 reminding regulated automobile lenders and servicers of their obligations to ensure that consumers receive pro-rata rebates for cancelled ancillary products. In addition, California has enacted a law governing the sale, offering and administration of GAP in connection with retail installment contracts. Finally, on December 12, 2023, the FTC issued a final rule that would have (i) prohibited motor vehicle dealers from making certain misrepresentations in the course of selling, leasing, or arranging financing for motor vehicles, (ii) required accurate pricing disclosures in dealers’ advertising and sales discussions, (iii) required dealers to obtain consumers’ express, informed consent for charges, (iv) prohibited the sale of any add-on product or service that confers no benefit to the consumer, and (v) required dealers to keep records of advertisements and customer transactions. The final rule had an effective date of July 30, 2024, but the FTC subsequently issued an order postponing the effective date while a legal challenge against the final rule was pending. On January 27, 2025, the Fifth Circuit Court of Appeals held that the final rule was invalid on procedural grounds and vacated the final rule. At this stage, it is unknown whether the final rule will be reproposed.

Further, changes to the regulatory framework in which BAC operates, including, for example, laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) or anti-money laundering or anti-terrorism financing laws, or laws, regulations, executive orders or other guidance enacted in response to a public health emergency, increased inflation or periods of economic contraction or volatility, or a continuing and increasing focus on consumer protection and licensing requirements in connection with the collection or ownership of receivables could have a significant impact on the servicer, the sponsor, the depositor, the issuing entity or the grantor trust and could adversely affect the timing and amount of payments on your notes.

Bankruptcy of BAC, the seller or the depositor, or an affiliate thereof, could result in delays in payments or losses on your notes.

Following a bankruptcy or insolvency of BAC, the seller or the depositor, a court could conclude that the receivables are owned by BAC, the seller or the depositor, respectively, instead of the [issuing entity][grantor trust]. This conclusion could be because the court found that any transfer of the receivables was not a true sale or because the court found that the seller, the depositor [,][or] the issuing entity [or the grantor trust] should be treated as the same entity as BAC or the depositor for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or you may not ultimately receive all amounts due to you as a result of:

Additionally, if an affiliate of BAC, the seller or the depositor were to become subject to a bankruptcy or insolvency, it is possible that there may be delays in payment or losses on your notes as a result of, among other things, the disruptive effects of such an event generally on the business, financial condition or operations of BAC or the seller.

Temporary commingling of assets by the servicer could reduce or delay payments on the notes.

The servicer receives collections on the receivables into accounts of the servicer, or an affiliate of the servicer, that contains other funds of the servicer and amounts collected by the servicer in respect of receivables other than the receivables. In general, the servicer is not required to transfer the funds to the collection account until two business days following identification. This temporary commingling of funds prior to the deposit of collections on the receivables into the collection account may result in a delay or reduction in the amounts available to make payments on the notes if the servicer or the affiliate of the servicer which maintains the account into which the collection on the receivables are deposited were unable to remit such funds or were to become a debtor under any insolvency laws (in which case, those funds may be subject to the automatic stay under the bankruptcy laws or subject to competing claims by other creditors of the servicer or owners of other receivables).

You may experience delays or reduction in payments on your notes following a servicer replacement event and replacement of the servicer.

Upon the occurrence of a servicer replacement event, the indenture trustee, at the direction of holders of notes evidencing not less than a majority of the outstanding principal amount of the notes of the Controlling Class, will terminate the servicer. It may be expensive to transfer servicing to a successor servicer and a successor servicer may not be able to service the receivables with the same degree of skill as the servicer. In addition, during the pendency of any servicing transfer or for some time thereafter, obligors may delay making their monthly payments or may inadvertently continue making payments to the predecessor servicer, potentially resulting in losses or delays in payments on the notes. Delays in payments on the notes and possible reductions in the amount of such payments could occur with respect to any cash collections held by the servicer at the time that the servicer becomes the subject of a bankruptcy or similar proceeding.

Because the servicing fee is structured as a percentage of the aggregate outstanding principal balance of the receivables, the fee the servicer receives each month will be reduced as the size of the pool of receivables decreases over time. At some point, the amount of the servicing fee payable to the servicer may be considered insufficient by a potential replacement servicer and it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer or the inability to locate a replacement servicer may result in the disruption of normal servicing activities, increased delinquencies and defaults on the receivables and delays or reductions in payments on your notes.

The issuing entity has issued multiple classes of notes, and your notes may be more sensitive to losses, be affected by conflicts of interest between classes and have reduced liquidity or voting power because of an unknown [ALLOCATION OR] RETENTION OF NOTES.

Subordination of all classes of notes other than the Class A notes means that those classes are more sensitive to losses on the receivables and your share of losses may not be proportional.

As described under “The Notes—Payments of Principal”, principal payments on the notes generally will be made to the holders of the notes sequentially so that no principal will be paid on any class of notes until each class of notes with an earlier final scheduled payment date has been paid in full. Additionally, after an event of default and acceleration of the notes, principal and interest on more senior classes of notes will generally be paid prior to principal and interest on more junior classes of notes (with the [Class A notes] being the most senior and the [Class

E notes] being the most junior). As a result, a more junior class of notes is more likely to suffer the consequences of delinquent payments and defaults on the receivables than the more senior classes of notes.

Additionally, if there are insufficient amounts available to pay all classes of notes the amounts they are owed on any payment date or following an acceleration of the notes, delays in payments or losses will be suffered by the most junior outstanding class or classes of notes even as payment is made in full to more senior classes of notes.

There may be a conflict of interest among classes of notes, among noteholders generally or among various transaction parties.

As described elsewhere in this prospectus, the holders of the most senior class of notes then outstanding will make certain decisions with regard to treatment of defaults by the servicer, acceleration of payments on the notes following an event of a default under the indenture and certain other matters, such as a sale of the collateral after an event of default under some circumstances. See “The Notes—Notes Owned by Transaction Parties” and “The Indenture—Rights Upon Event of Default” in this prospectus. Because the holders of more senior classes of notes will have different interests than holders of more junior classes of notes (with the Class A notes being the most senior and the Class E notes being the most junior) when it comes to these matters, investors in more junior classes of notes may find that courses of action determined by other noteholders do not reflect their interests but they are nonetheless bound by the decisions of these other noteholders.

Additionally, investors in one or more classes of notes, directly or through affiliates, may have business relationships with the sponsor, the seller, the servicer, the administrator or their respective affiliates. For example, an investor may provide services to, or obtain services from, the sponsor, the seller, the servicer, the administrator or their respective affiliates, and any of such parties may be a creditor of the others through a financing or other contractual relationship, which may include the sharing of material information regarding the sponsor, the seller, the servicer, the administrator or their respective affiliates that is not disclosed in this prospectus. Consequently, the interests of such an investor may conflict with the interests of other noteholders (for example, in connection with the determination of whether to consent to a sale of the receivables or to terminate and replace the servicer following a servicer replacement event).

Furthermore, if any person is both a certificateholder and a noteholder of any class of notes, those notes will be treated as not being outstanding for the purposes of any vote, consent, waiver, direction or similar action under the transaction documents.

Further, a party to the transaction, including an underwriter, directly or through affiliates, may have business relationships with the sponsor, the seller, the servicer or their respective affiliates (including, for example, as a warehouse lender providing financing of receivables, including receivables that will be included in the receivables pool). Consequently, the interests of an investor in the notes may conflict with the interests of a transaction party (for example, if a warehouse lender were to take an action under the warehouse facility that restricted the sponsor’s ability to obtain future financing thereunder).

The failure to pay interest on the subordinated classes of notes is not an event of default, and the failure to make principal payments on any notes will generally not result in an event of default until the applicable final scheduled payment date.

The indenture provides that failure to pay interest when due on the outstanding subordinated class or classes of notes — for example, for so long as any of the Class A notes are outstanding, the Class B notes, the Class C notes [and][,] the Class D notes [and the Class E notes] — will not be an event of default under the indenture. Under these circumstances, the holders of the subordinated classes of notes which are not the Controlling Class will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct or consent to any remedial action under the indenture. The Class N notes will never be the Controlling Class.

The amount of principal required to be paid to investors prior to the applicable final scheduled payment date set forth in this prospectus generally will be limited to amounts available for that purpose. Therefore, the failure to pay principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled payment date or redemption date for the related class of notes.

The market value, liquidity and voting power of your notes may be adversely impacted by retention of notes by the depositor or its affiliates [or by the unknown aggregate initial principal amount of the notes] [and the unknown allocation of Class A-2 notes] [and the unknown allocation between the Class A-3 notes and the Class A-4 notes.]

[5% of the initial Note Balance of each class of notes (together with 5% of the aggregate Percentage Interests in the certificates) will be retained by the depositor or one or more other majority-owned affiliates of the depositor to satisfy the credit risk retention obligations of BAC described under “The Sponsor and Servicer—U.S. Credit Risk Retention” in this prospectus, and the depositor or another affiliate of BAC may retain additional portions of any class of notes.][Some or all of one or more [other] classes of notes may be retained by the depositor or an affiliate of the depositor.] Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes already in the market could be adversely affected and the voting power of the noteholders of the outstanding notes may be diluted.

[Whether the issuing entity will issue notes with an aggregate initial principal amount of $[ ] or $[ ] is not expected to be known until the day of pricing. BAC will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions at the time of pricing. The size of a class of notes may affect its liquidity, with smaller classes being less liquid than a larger class may be. In addition, if your class of notes is larger than you expected, then you will hold a smaller percentage of that class of notes and the voting power of your notes will be diluted.]

[The allocation of the aggregate initial principal balance of the Class A-2 notes between the Class [A-2-A] notes and the Class [A-2-B] notes may not be known until the day of pricing and may result in any of a number of possible allocation scenarios, and we cannot predict with certainty what portion of the principal balance of the Class A-2 notes will be allocated to the fixed rate Class A-2-A notes and what portion of the principal balance will be allocated to the floating rate Class [A-2-B] notes, if any, although the principal balance of the Class [A-2-B] notes may not exceed [ ]% of the aggregate initial principal balance of the Class A-2 notes. Because the aggregate amount of Class A-2 notes is fixed as set forth on the cover of this prospectus, the division of the aggregate Class A-2 principal amount between the Class A-2-A notes and the Class A-2-B notes may result in the Class A-2-B notes not being issued or being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]

[The allocation of the principal amount between the Class A-3 notes and the Class A-4 notes may not be known until the day of pricing and may result in any of a number of possible allocation scenarios, and we cannot predict with certainty what portion of the principal amount of the notes will be allocated to the Class A-3 notes and what portion of the principal amount of the notes will be allocated to the Class A-4 notes, although the principal amount of the Class A-3 notes and the Class A-4 notes will equal $[ ] in the aggregate.

In addition, because the aggregate amount of Class A-3 notes and Class A-4 notes is predetermined, the division between the Class A-3 notes and the Class A-4 notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]

RISKS RELATED TO THE ISSUANCE OF A FLOATING RATE CLASS OF NOTES AND THE UNCERTAINTY REGARDING SOFR COULD ADVERSELY AFFECT THE ABILITY OF THE ISSUING ENTITY TO MAKE PAYMENTS AND THE RETURN ON YOUR NOTES.

[The issuing entity may issue floating rate notes, but the issuing entity will not enter into any interest rate swaps and you may suffer losses on your notes if interest rates rise.]

[The receivables sold to the [issuing entity][grantor trust] on the closing date will bear interest at a fixed rate, while any floating rate notes will bear interest at a floating rate based on the Benchmark Rate plus an applicable spread. Even though the issuing entity may issue floating rate notes, it will not enter into any interest rate swaps or interest rate caps in connection with the issuance of the notes.

If the floating rate payable by the issuing entity increases to the point where the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amount of collections and other funds available to the issuing entity to make such payments, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make payments, you may experience delays or reductions in the interest and principal payments on your notes.

If market interest rates rise or other conditions change materially after the issuance of the notes, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments on any floating rate notes out of its generally available funds—not solely from funds that are dedicated to such floating rate notes. Therefore, an increase in market interest rates would reduce the amounts available for distribution to holders of all notes, not just the holders of such floating rate notes, and a decrease in market interest rates would increase the amounts available to the holders of all notes.]

[Negative benchmark rates would reduce the rate of interest on the Class [A-2-B] notes.]

[If any Class A-2-B notes are issued, the interest rate on the Class A-2-B notes initially will be based on the [SOFR-based rate] plus a spread. Decreases in SOFR (or any alternative benchmark adopted by the sponsor) will decrease the interest rate and the amount of interest payable on the Class A-2-B notes. If the sum of [SOFR-based rate] (or the alternative benchmark adopted by the sponsor) plus the applicable spread set forth on the cover page of this prospectus is less than 0.00% for any accrual period, then the interest rate for the Class A-2-B notes for such interest period will be deemed to be 0.00%.]

[SOFR is a relatively new reference rate, which could have an adverse effect on the floating rate notes.]

[SOFR is published by the Federal Reserve Bank of New York, or the “FRBNY”, and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The FRBNY states on its publication page for SOFR that the use of SOFR is subject to important limitations and disclaimers, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

Because SOFR is published by the FRBNY based on data received from other sources and depends on interrelated economic, financial and political considerations, the issuing entity has no control over its determination, calculation or publication. The activities of the FRBNY may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict. SOFR is a relatively new interest rate index and may not become widely established in the market or could eventually be eliminated. The issuing entity cannot assure that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of holders in the Class A-2-B notes. Potential investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction of the amount of interest payable on and the trading prices of the Class A-2-B notes.

As an overnight rate, SOFR may be subject to increased volatility relative to other interest rate benchmarks. Additionally, if SOFR is not published on any day, the Class A-2-B notes will bear interest at a rate based on SOFR published on the first preceding day for which such rate was published. This previously published rate would be an overnight rate that would remain in effect until the next day on which SOFR is published. As such, this rate may not reflect then-current market conditions, or the rate that would apply to investments where interest is set for a longer term. For more information on how SOFR is determined, you should read “The Notes—Calculation of Floating Rate Interest” in this prospectus.

Because SOFR is a relatively new market index, the Class A-2-B notes may not have an established trading market when issued, and an established trading market may not develop or may not provide significant liquidity. The secondary market for, and the market value of, the Class A-2-B notes will be affected by a number of factors, including the manner in which SOFR is determined, calculated and published, the development of SOFR-based market conventions, broad acceptance of SOFR in the capital markets, the anticipated and actual level and direction of interest rates, the variable rate of interest payable on the Class A-2-B notes, potential volatility of SOFR, the time remaining to the maturity of Class A-2-B notes, the principal balance of the Class A-2-B notes and the availability

of comparable instruments. Market terms for the Class A-2-B notes, such as the spread over the rate reflected in interest rate provisions, may evolve over time, and trading prices of the Class A-2-B notes may be lower than those of later-issued notes with interest rates based on SOFR as a result. Similarly, if SOFR does not become widely adopted for securities like the Class A-2-B notes, the trading prices of the Class A-2-B notes may be lower than those of securities like the notes linked to indices that are more widely used. Investors in the Class A-2-B notes may not be able to sell the Class A-2-B notes at all or may not be able to sell the Class A-2-B notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.

The FRBNY began to publish SOFR in April 2018. Although the FRBNY has also published historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. Investors should therefore not rely on any historical changes or trends in SOFR as an indicator of the future performance of SOFR during the term of the Class A-2-B notes. Historical interest rates are not necessarily indicative of future interest rates and actual interest rates may be lower than anticipated.]

[The occurrence of a benchmark transition event may result in a deemed taxable exchange for noteholders for U.S. federal income tax purposes.]

[As described under “The Notes—Calculation of Floating Rate Interest” the interest rate payable at a floating rate may be subject to change after a benchmark replacement. If an alternative method or index is designated in place of SOFR for the Class A-2-B notes, the U.S. federal income tax consequences of such a benchmark replacement are uncertain. If such a replacement constituted a “significant modification” of the Class A-2-B notes under Treasury Regulation section 1.1001-3, the replacement may result in a taxable deemed exchange of the Class A-2-B notes and the realization of gain or loss, as well as other corollary tax consequences.]

risks related to certain features of the notes and financial market disruptions may adversely affect the return on your notes or the market value and liquidity of your notes.

The ratings of the notes may be withdrawn or lowered, the notes may receive an unsolicited rating or the rating agencies may be perceived as having a conflict of interest, which may have an adverse effect on the liquidity or the market price of the notes.

Security ratings are not recommendations to buy, sell or hold the notes. Rather, ratings are an assessment by the applicable rating agency of the likelihood that any interest on a class of notes will be paid on a timely basis and that a class of notes will be paid in full by the final scheduled payment date for that class of notes. A rating agency may revise or withdraw its ratings at any time in its sole discretion, and the ratings of any notes may be lowered by a rating agency (including the Hired Agencies) following the initial issuance of the notes as a result of, among other things, losses on the receivables in excess of the levels contemplated by a rating agency at the time of its initial rating analysis or due to general adverse trends in the economy or otherwise. Neither the depositor nor the sponsor nor any of their respective affiliates will have any obligation to take any action to maintain any ratings of the notes. If any rating with respect to the notes is revised or withdrawn, the liquidity or the market value of your notes may be adversely affected. Notes issued in connection with an asset-backed securitization program sponsored by the sponsor may be placed under review for downgrade or may be downgraded at any time by certain or all of the rating agencies hired to rate those notes.

It is possible that, on, prior to or after the closing date, a rating agency not hired by the sponsor to rate the transaction or a particular class of notes may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the Hired Agencies. None of the sponsor, the depositor or any underwriter is obligated to inform investors (or potential investors) in the notes if an unsolicited rating is issued before or after the date of this prospectus and you should consult with your financial and legal advisors regarding the impact of an unsolicited rating on any class of notes. If any non-hired rating agency provides an unsolicited rating that differs from (or is lower than) the rating provided by the Hired Agencies, the liquidity or the market value of your notes may be adversely affected.

Further, it may be perceived that a Hired Agency has a conflict of interest that may have affected the ratings assigned to the notes where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by a Hired Agency for its rating services. The perceived conflict of interest may have an adverse effect on the market value of your notes and the ability to resell your notes.

Returns on your notes may be reduced by prepayments on the receivables, events of default, optional redemption of the notes, repurchases of receivables from the [issuing entity][grantor trust] and indemnification payments.

You may receive payments on your notes earlier or later than you expected, which may adversely affect your ability to reinvest amounts paid to you at a rate of return that is equal to or greater than the rate of return on your notes. The notes are not a suitable investment for you if you require a regular or predictable schedule of payments or payment on any specific date.

The amount of distributions of principal of your notes and the time when you receive those distributions depend in part on the amount in which and times at which obligors make principal payments on the receivables. Those principal payments may be regularly scheduled payments or unscheduled payments resulting from prepayments (including as a result of refinancing) or defaults of the receivables. Additionally, if the seller is required to repurchase receivables from the [issuing entity][grantor trust] because of a breach of an applicable representation or warranty as described under “The Transfer Agreements and the Administration Agreement—Collection, Extensions and Modifications of Receivables” and “The Transfer Agreements and the Administration Agreement—Representations and Warranties,” or if the servicer is required to make certain indemnification payments in an amount equal to the actual loss amount with respect to a receivable as a result of a breach of a covenant made by it related to its servicing duties as described under “The Transfer Agreements and the Administration Agreement—Collection, Extensions and Modifications of Receivables,” payment of principal on the notes will be accelerated.

Additionally, the occurrence of an optional redemption or an event of default resulting in acceleration of the notes may result in repayment of the notes prior to the final scheduled payment date for one or more classes of notes. If the receivables are sold upon exercise of a “clean-up call” by the servicer (and/or its designee), the issuing entity will redeem the notes then outstanding and you will receive the remaining principal amount of your notes plus accrued interest through the related payment date. Because your notes will no longer be outstanding, you will not receive the additional interest payments or other distributions that you would have received had the notes remained outstanding. You will bear the risk that the timing and amount of distributions on your notes will prevent you from attaining your desired yield. If you bought your notes at a premium, your yield to maturity will be lower than it would have been if the optional redemption had not been exercised. See “The Transfer Agreements and the Administration Agreement—Optional Redemption of the Notes” in this prospectus.

Financial market disruptions, including as a result of global events, and the absence of a secondary market for the notes could limit your ability to resell your notes.

The securities will not be listed on any securities exchange. If you want to sell your notes you must locate a purchaser that is willing to purchase those notes. The underwriters intend to make a secondary market for the offered notes. The underwriters will do so by offering to buy the offered notes from investors that wish to sell. However, the underwriters will not be obligated to make offers to buy the offered notes or otherwise make a market for any class of notes, and may stop making offers at any time. In addition, the underwriters and other broker dealers may be unable, unwilling or restricted from making a market in, or publishing quotations on, the offered notes due to regulatory requirements or otherwise. A market for the offered notes may not develop, or if one does develop, it may not continue or provide sufficient liquidity. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. Further, because the offered notes will be in book-entry form, this may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase notes for which they cannot obtain physical notes.

Additionally, events in the domestic and global financial markets (including inflationary pressures, uncertainty regarding trade policy and potential instability and volatility as a result of global political and economic events) could affect the performance or market value of your notes and your ability to sell your notes in the secondary market. Recent and continuing events in such markets have caused, and may again cause, a significant reduction in

the liquidity in the secondary market for asset-backed securities. In particular, asset-backed securities backed by sub-prime receivables and asset-backed securities in the form of subordinated notes have experienced, and may in the future experience, periods of reduced liquidity, which may occur rapidly and persist for extended periods of time. Such illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes. As a result, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive.

CERTAIN TAX ASPECTS RELATING TO THE ISSUING ENTITY, THE GRANTOR TRUST AND THE NOTES MAY ADVERSELY AFFECT THE RETURN ON YOUR NOTES AND THE MARKET VALUE AND LIQUIDITY OF YOUR NOTES.

[The issuing entity or the grantor trust could be subject to tax.

The issuing entity and the grantor trust are not currently subject to United States federal net income tax. However, there can be no assurance that the issuing entity and the grantor trust will not in the future be subject to United States federal net income tax by the United States or some other jurisdiction, for example, as a result of a change in law or unanticipated activities. In particular, if the issuing entity or grantor trust were treated as an association (or publicly traded partnership) taxable as a corporation, it would be treated as a domestic corporation for United States federal income tax purposes and would be subject to United States corporate income tax. In the event that the issuing entity or the grantor trust becomes subject to tax, the issuing entity’s ability to make payments on the notes and the certificates may be impaired.

Further, if the issuing entity is or becomes subject to a withholding tax or taxes and penalties because of the failure to properly withhold tax, the issuing entity’s ability to make payments on the notes and the certificates may be impaired. Such consequences are possible if a Non-U.S. Person holds the certificates or any note that the IRS successfully recharacterizes as an equity interest and either the grantor trust is not respected as a grantor trust for United States federal income tax purposes or the issuing entity is not respected as a grantor trust for United States federal income tax purposes and is considered to be engaged in a trade or business within the United States. The issuing entity (if not an entity wholly owned by a single taxpayer) does not intend to treat its activities, in and of themselves, as causing any of its income to be treated as effectively connected to a United States trade or business of a holder of an interest in the issuing entity, and further, prior to any sale of a certificate to a person unrelated to the depositor, the issuing entity will be required to obtain an opinion of counsel, subject to the assumptions and qualifications therein, to the effect that, while the matter is not free from doubt, to the extent the issuing entity is not wholly owned by a single taxpayer for U.S. federal income tax purposes, the activities of the Issuer itself should not cause it to be considered to be engaged in a United States trade or business for United States federal income tax purposes. However, no assurances can be provided pertaining to these matters.]

[Risk of withholding tax if the Class E Notes [or the Class N Notes] are recharacterized as equity.

Tax counsel to the issuing entity will issue an opinion, subject to the assumptions and qualifications therein, to the effect that, when issued, the [Class E] notes [and the Class N notes] [should] be treated as debt for United States federal income tax purposes, except to the extent such notes are retained by the depositor or conveyed to an affiliate of the depositor.][No opinion of counsel will be delivered with respect to the treatment of the [Class E] notes [or the Class N notes] as debt for United States federal income tax purposes.]  As such, there is uncertainty with respect to the characterization of the [Class E notes] [and the Class N notes] for United States federal income tax purposes. If the Internal Revenue Service successfully contended that the [Class E] notes [or the Class N notes] should be recharacterized as equity interests in the issuing entity, the Internal Revenue Service may further assert that the issuing entity should be required to withhold tax with respect to any such notes held by Non-U.S. Persons. Further, the issuing entity could be liable for any failure to so withhold, thereby reducing the cash flow that would otherwise be available to make payments on all of the notes. For further discussion, see “Material Federal Income Tax Considerations—Characterization of the Issuing Entity and the Certificates” in this prospectus.]

Modifications to the transaction documents could result in a taxable deemed exchange of the notes.

The transaction documents, under certain circumstances, allow for supplemental indentures and amendments. It is possible that such supplemental indentures or amendments, if they were treated as “significant modifications,” could result in a taxable deemed exchange of the notes for United States federal income tax purposes. This could result in gain or loss recognition for noteholders, and could potentially result in original issue discount (“OID”) with respect to the notes following such modification.

Non-U.S. Persons investing in notes could be treated as engaged in a United States trade or business for United States federal income tax purposes on account of their own activities.

As discussed under “Material Federal Income Tax Considerations” in this prospectus, the U.S. federal income tax treatment of the notes to a beneficial owner that is a Non-U.S. Person turns on a number of facts, including whether interest on the notes paid to or accrued by the Non-U.S. Person is effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Person.  The determination of whether a Non-U.S. Person is engaged in a trade or business within the United States with respect to its acquisition of debt is based on a highly factual analysis that takes into account all facts and circumstances relating to such Non-U.S. Person, which are necessarily unique to that Non-U.S. Person.  No direct guidance expressly addresses which activities constitute being engaged in a trade or business within the United States or whether (or under which circumstances) the acquisition of newly issued debt, such as a note offered hereby, could give rise to a trade or business or could contribute to such a conclusion when coupled with other facts and circumstances. In addition, certain activities undertaken or performed by or for a Non-U.S. Person through agents and other third parties could be attributed to the Non-U.S. Person in determining whether the Non-U.S. Person is engaged in a trade or business within the United States.  Furthermore, the precise contours of the so-called “securities trading safe harbor” under Section 864(b)(2) of the Code is similarly unclear.  Nothing herein provides any advice or assurance concerning the tax treatment with respect to any person in this regard or otherwise or considers in any way the facts unique to any particular person that acquires a note.  Therefore, you are urged to consult your own tax advisors to determine your treatment under these rules in respect of the acquisition of a note and taking into account your own particular facts relating to such acquisition.

The notes may be issued with original issue discount.

One or more classes of notes may be issued with OID for U.S. federal income tax purposes. A U.S. noteholder generally will be required to accrue OID on a current basis as ordinary income and pay tax accordingly, even before such U.S. noteholder receives cash attributable to that income and regardless of such U.S. noteholder’s method of tax accounting.

USE OF PROCEEDS

The depositor will use the net proceeds from the offering of the notes to:

The depositor or its affiliates will also use a portion of the net proceeds of the offering of the notes to pay their respective debts, including warehouse debt secured by the receivables prior to their transfer to the issuing entity, and for general purposes. Any such debt may be owed to the owner trustee, the indenture trustee or to one or more of the underwriters or their affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines. Affiliates of the depositor currently obtain warehouse funding from one or more of the underwriters and from [the indenture trustee][the owner trustee] (or from their respective affiliates), so a portion of the proceeds that are used to pay warehouse debt will be paid to the underwriters, [the indenture trustee,] [the owner trustee] and/or their respective affiliates.

THE ISSUING ENTITY [AND THE GRANTOR TRUST]

Limited Purpose and Limited Assets

[Issuing Entity]

Bridgecrest Lending Auto Securitization Trust 2026-2 is [a statutory trust formed on [__________] [__], 20[__], under the laws of the State of Delaware] for the purpose of, among other things, owning receivables (or any interest therein) and issuing notes. The issuing entity will be operated pursuant to a trust agreement. BAC will be the administrator of the issuing entity. The issuing entity will also issue one or more non-interest bearing certificates in an aggregate nominal principal amount of $[100,000] representing the beneficial interest in the issuing entity, which are subordinated to the notes. Only the notes [(other than the Class E notes [and the Class N notes])] are being offered hereby, but the depositor may transfer all or a portion of [the Class E notes] [the Class N notes] or the certificates to one of its affiliates or [sell all or a portion of the Class E notes [or the Class N notes]] or the certificates on or after the closing date. However, the portion of the certificates retained by the depositor or another majority-owned affiliate of BAC to satisfy U.S. credit risk retention rules will not be sold, transferred, subjected to any credit risk mitigation or hedged except as permitted under, or in accordance with, those rules. See “The Sponsor and Servicer—Credit Risk Retention”. On each payment date, the certificateholders will be entitled to any available funds remaining on that payment date after all deposits and distributions of higher priority have been made, as described under “The Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus.

The issuing entity will engage in only the following activities:

The issuing entity’s principal offices are in [________], Delaware, in care of [____________], as owner trustee, at the address listed in “The Trustees—The Owner Trustee [and the Grantor Trust Trustee]” below. The issuing entity’s fiscal year ends on December 31^st.

The issuing entity’s trust agreement, including its permissible activities, may be amended in accordance with the procedures described under “The Transfer Agreements and the Administration Agreement—Amendment Provisions” in this prospectus.

[Grantor Trust

Bridgecrest Lending Auto Securitization Grantor Trust 20[●]-[●] is a statutory trust formed on [__________] [__], 20[__] under the laws of the State of Delaware for the purpose of owning receivables. The grantor trust will be operated pursuant to a trust agreement. BAC will be the administrator of the grantor trust.

The grantor trust will engage in only the following activities:

The grantor trust’s principal offices are in [________], Delaware, in care of [____________], as grantor trust trustee, at the address listed in “The Trustees—The Owner Trustee [and the Grantor Trust Trustee]” below. The grantor trust’s fiscal year ends on December 31^st.

The grantor trust’s trust agreement, including its permissible activities, may be amended in accordance with the procedures described under “The Transfer Agreements and the Administration Agreement—Amendment Provisions” in this prospectus.]

Capitalization and Liabilities of the Issuing Entity

The expected assets of the issuing entity as of the closing date will be as follows:

The expected liabilities of the issuing entity as of the closing date will be as follows⁽¹⁾:

The Issuing Entity Property

The notes will be collateralized by the issuing entity property. The principal asset of the issuing entity will be [the grantor trust certificate, representing the entire beneficial ownership in the grantor trust. The principal asset of the grantor trust will be the] receivables, which are amounts owed by individuals under motor vehicle retail installment sale contracts [and/or installment loans] used to purchase motor vehicles [or refinance existing contracts] [or loans secured by motor vehicles]. [All][substantially all][most][a majority][some] of the receivables are the obligations of obligors with credit histories that are below prime or otherwise considered “sub-prime”.

The issuing entity property will consist of [the grantor trust certificate and] all the right, title and interest of the issuing entity [and the grantor trust] in and to:

The issuing entity [and the grantor trust] will pledge the issuing entity property to the indenture trustee under the indenture. For a description of the sale and transfer of the issuing entity property as well as the creation, perfection and priority status of the security interest in that property in favor of the issuing entity [and the grantor trust], see “The Transfer Agreements and the Administration Agreement—Sale and Assignment of Receivables.”

Prior to formation, [neither] the issuing entity [nor the grantor trust] will have [no] assets or obligations. After formation, [neither] the issuing entity [nor the grantor trust] will [not] engage in any activity other than acquiring and holding the related receivables and the issuing entity property, issuing the related securities, distributing payments in respect thereof and any other activities described in this prospectus and in the trust agreement [of the issuing entity][or the grantor trust agreement of the grantor trust]. [Neither] The issuing entity [nor the grantor trust] will [not] acquire any receivables or assets other than the issuing entity property.

THE TRUSTEES

The Owner Trustee [and Grantor Trust Trustee]

[[__________] will act as “owner trustee” under the trust agreement [and the “grantor trust trustee” under the grantor trust agreement]. [__________] is a [__________] existing under the laws of [__________] authorized to exercise trust powers. The owner trustee [and the grantor trust trustee] maintain[s] its principal office at [__________]. [__________] has served and currently is serving as owner trustee [and grantor trust trustee] for numerous securitization transactions and programs involving pools of motor vehicle receivables.]

The owner trustee’s [and the grantor trust trustee’s] liability in connection with the issuance and sale of the notes is limited solely to the express obligations of [the owner trustee][each such trustee] set forth in the [respective] trust agreement. The depositor and its affiliates may maintain normal commercial banking or investment banking relations with the owner trustee and its affiliates. [Each of] The owner trustee [and the grantor trust trustee] will be paid a fee, as described under “The Transfer Agreements and the Administration Agreement—Fees and Expenses” in this prospectus, and will be indemnified against specified losses, liabilities or expenses incurred by the owner trustee in connection with the transaction documents, in each case by the issuing entity to the extent of Available Funds available therefor, as described under “The Transfer Agreements and the Administration Agreement—Priority of Payments” and “The Indenture—Priority of Payments Will Change Upon Events of Default that Result in Acceleration” in this prospectus. To the extent these fees and indemnification amounts are not paid by the issuing entity, they will be payable by the servicer.

[The owner trustee is an affiliate of one of the underwriters.]

For a description of the roles and responsibilities of the owner trustee, see “—Role of the Owner Trustee[, Grantor Trust Trustee] and Indenture Trustee” and “The Transfer Agreements and the Administration Agreement—Indemnification of the Indenture Trustee, the Owner Trustee [and the Grantor Trust Trustee]” in this prospectus.

Resignation or Removal of the Owner Trustee [or the Grantor Trust Trustee]

The owner trustee [and the grantor trust trustee] may resign at any time, in which event the depositor and the administrator [(in the case of the owner trustee) or the issuing entity (in the case of the grantor trust trustee)], acting jointly, will be obligated to appoint a successor owner trustee [or grantor trust trustee]. The depositor [or the issuing entity, as applicable,] and the administrator will remove the owner trustee [or the grantor trust trustee] if [the owner trustee][such trustee] ceases to be eligible to continue as such under the [applicable] trust agreement or if [the owner trustee][such trustee] becomes insolvent or is otherwise incapable of acting. In such circumstances, the depositor [or the issuing entity, as applicable,] and the administrator, acting jointly, will be obligated to appoint a successor owner trustee [or grantor trust trustee]. Any resignation or removal of the owner trustee [or the grantor trust trustee] and appointment of a successor owner trustee [or grantor trust trustee] does not become effective until acceptance of the appointment by the successor owner trustee [for the issuing entity][or grantor trust trustee] and payment of all fees and expenses owed to the outgoing owner trustee [or grantor trust trustee].

The Indenture Trustee

[[__________], a [__________], is the “indenture trustee” under the indenture for the benefit of the noteholders.]

[The indenture will be administered from the indenture trustee’s corporate trust office located at [__________].]

[[__________] has provided corporate trust services since [●]. As of [__________], 20[●], [__________] was acting as trustee with respect to over [●] issuances of securities with an aggregate outstanding principal amount of over $[●] trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.]

[The indenture trustee will make each monthly statement available to the noteholders via the indenture trustee’s website at [__________]. Noteholders with questions may direct them to the indenture trustee’s customer service desk at (___) ___-____.]

[The indenture trustee is an affiliate of one of the underwriters.]

For a description of the roles and responsibilities of the indenture trustee, limitation of liability and indemnity provisions applicable to the indenture trustee, and provisions governing resignation and removal of the indenture trustee, see “The Indenture”, “The Transfer Agreements and the Administration Agreement” and “—Role of the Owner Trustee[, the Grantor Trust Trustee] and Indenture Trustee” in this prospectus.

[As of [__________], 20[●], [__________] was acting as indenture trustee, registrar and paying agent on [●] issuances of automobile receivables-backed securities with an outstanding aggregate principal amount of approximately $[●].]

Role of the Owner Trustee[, Grantor Trust Trustee] and Indenture Trustee

[Neither][None of] the owner trustee[, the grantor trust trustee] [n]or the indenture trustee will make any representations as to the validity or sufficiency of the sale and servicing agreement, trust agreement, [grantor trust agreement,] administration agreement, indenture, asset representations review agreement, the securities or any receivables or related documents. As of the closing date, [neither][none of] the owner trustee[, the grantor trust trustee] [n]or the indenture trustee will have examined the receivables. If no event of default has occurred under the indenture, the owner trustee and indenture trustee will be required to perform only those duties specifically required of them under the sale and servicing agreement, trust agreement, [grantor trust agreement,] administration agreement or indenture, as applicable. Generally, those duties are limited to the receipt of the various certificates, reports or other instruments required to be furnished to the owner trustee or indenture trustee under the sale and servicing agreement, trust agreement, [grantor trust agreement,] administration agreement, or indenture, as applicable, and the making of payments or distributions to noteholders and certificateholders in the amounts specified in certificates provided by the servicer.

[Neither] The owner trustee [nor the grantor trust trustee] will be under [no][any] obligation to exercise any of the issuing entity’s powers [or the grantor trust’s powers, as applicable,] or powers vested in it by the sale and servicing agreement, trust agreement[, grantor trust agreement] or indenture, or other related documents as applicable, or to make any investigation of matters arising thereunder or to institute, conduct or defend any investigation, proceeding or litigation thereunder or in relation thereto at the request, order or direction of any of the certificateholders, unless [those][the applicable trust’s] certificateholders have offered to [the owner][such] trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses and liabilities which may be incurred therein or thereby. Under no circumstances will the owner trustee [or the grantor trust trustee] be required to take, expend or risk its own funds or to take any action at the direction of the noteholders or [the applicable trust’s] certificateholders if it determines or is advised by counsel that such action is contrary to the transaction documents or applicable law.

The indenture trustee will be under no obligation to exercise any of the issuing entity’s powers or powers vested in it by the sale and servicing agreement, [receivables contribution agreement,] trust agreement[, grantor trust agreement] or indenture, as applicable, or to make any investigation of matters arising thereunder or to institute, conduct or defend any investigation, proceeding or litigation thereunder or in relation thereto at the request, order or direction of any of the noteholders (other than requests, demands or directions relating to an asset representations review as described under “The Transfer Agreements and the Administration Agreement—Asset Representations Review” or to the investors’ rights to communicate with other investors described under “The Indenture— Noteholder Communication; List of Noteholders”), unless those noteholders have offered to the indenture trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses and liabilities which may be incurred therein or thereby (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit) by the indenture trustee of any indemnification or other obligation of the noteholders).

The owner trustee[, the grantor trust trustee] and the indenture trustee, and any of their affiliates, may hold securities in their own names. In addition, for the purpose of meeting the legal requirements of local jurisdictions or for the enforcement or conflict of interest matters, the owner trustee[, the grantor trust trustee] and the indenture trustee, in some circumstances, acting jointly with the depositor[, the issuing entity] or the administrator, respectively, will have the power to appoint co-trustees or separate trustees of all or any part of the issuing entity property. In the event of the appointment of a co-trustee, any rights, powers, duties and obligations of the owner trustee[, the grantor trust trustee] or the indenture trustee under the transaction documents that are conferred upon the co-trustee will be exercised or performed by the co-trustee jointly, or, in any jurisdiction in which the owner trustee[, the grantor trust trustee] or the indenture trustee is incompetent or unqualified to perform specified acts, singly by the co-trustee subject to applicable direction.

BAC, the servicer and the depositor may maintain other banking relationships with the owner trustee[, the grantor trust trustee] and indenture trustee in the ordinary course of business.

The owner trustee[, the grantor trust trustee] and the indenture trustee will be entitled to certain fees and indemnities described under “The Transfer Agreements and the Administration Agreement—Fees and Expenses” in this prospectus.

The owner trustee[, the grantor trust trustee] and the indenture trustee will be entitled to certain fees and indemnities described under “The Transfer Agreements and the Administration Agreement—Fees and Expenses” and “—Indemnification of the Indenture Trustee, the Owner Trustee[ and the Grantor Trust Trustee]” in this prospectus.

THE DEPOSITOR

Bridgecrest Auto Funding LLC, a wholly-owned special purpose subsidiary of BAC, is the depositor and was formed on April 12, 2023 as a Delaware limited liability company. The principal place of business of the depositor is at 1720 W. Rio Salado Parkway, Tempe, AZ 85281. You may also reach the depositor by telephone at (888) 418-1212. The depositor was formed to purchase, accept capital contributions of or otherwise acquire motor vehicle retail installment sale contracts and motor vehicle loans; to own, hold, service, sell, assign, transfer, pledge, grant security interests in or otherwise exercise ownership rights with respect to receivables; to issue and sell one or more securities; to form issuing entities, act as depositor or in a similar capacity with respect to issuing entities, and acquire, hold and otherwise deal with interests in issuing entities; to acquire, own, hold, transfer, assign, pledge, sell and otherwise deal with any interests in an issuing entity or securities issued by an issuing entity; to enter into, execute and deliver any agreement which may be required or advisable to effect the administration or servicing of receivables or the issuance and sale of any securities, and to perform its obligations under each agreement to which it is a party; to establish any reserve account, spread account or other credit enhancement for the benefit of any securities issued by the depositor or any issuing entity and to loan, transfer or otherwise invest any proceeds from receivables; to enter into any interest rate or basis swap, cap, floor or collar agreements, hedge agreements, currency exchange agreements or similar hedging transactions relating to any receivables or for the benefit of any security issued by an issuing entity; to prepare, execute and file with the SEC registration statements (including a form of prospectus), relating to securities and any filings or reports related to securities pursuant to the Securities Act of 1933 or the Securities and Exchange Act of 1934, each as amended, and any rules or regulations thereunder and to prepare any prospectus, offering or disclosure documents relating to securities. The depositor’s limited liability company agreement limits the activities of the depositor to the foregoing purposes and to any activities incidental to and necessary for these purposes. Since its inception, the depositor has been engaged in these activities solely as (i) the transferee of contracts from BAC pursuant to contribution or purchase agreements, (ii) the transferor of contracts to securitization trusts pursuant to sale and servicing agreements, (iii) the depositor that may form various securitization trusts pursuant to trust agreements and (iv) the entity that executes underwriting agreements and purchase agreements in connection with issuances of asset-backed securities.

THE SPONSOR AND SERVICER

Bridgecrest Acceptance Corporation, an Arizona corporation (“BAC”), is the servicer, sponsor, administrator and custodian for the receivables and acquired the receivables after origination. BAC was incorporated on February 19, 2003 in the State of Arizona. BAC’s principal place of business is 1720 W. Rio Salado Parkway, Tempe, AZ 85281 and can be reached by telephone at (888) 418-1212.

BAC is a specialized financial services firm that, together with its wholly-owned subsidiary Bridgecrest Credit Company, LLC, is engaged in the assessment of credit risk, underwriting, purchase, management, collection, and administration of motor vehicle installment sale contracts originated by dealerships owned and operated by its affiliate, DriveTime Car Sales Company, LLC, an Arizona limited liability company (“DriveTime Car Sales”), and certain third parties, and receivables that have been securitized or sold in whole-loan purchases.

Since 1996, BAC and its subsidiaries (collectively, “Bridgecrest”) have serviced over 130 securitizations of motor vehicle receivables. As of March 31, 2026, Bridgecrest serviced approximately $30.8 billion of motor vehicle receivables, consisting of $7.2 billion of motor vehicle receivables owned by BAC and $23.6 billion of motor vehicle receivables originated and owned by third parties. BAC applies the fair value method of accounting to its owned receivable balances which ended at a fair value of $5.9 billion as of March 31, 2026.

For the three months ended March 31, 2026 and March 31, 2025, BAC together with DriveTime Automotive Group, Inc. (“DriveTime Automotive Group”) and their consolidated subsidiaries, reported on their consolidated balance sheets total assets of $7.9 billion and $6.9 billion, respectively, total liabilities of $7.0 billion and $6.0 billion, respectively, and shareholders’ equity of $932.9 million and $893.7 million, respectively. For the three months ended March 31, 2026 and March 31, 2025, BAC together with DriveTime Automotive Group and their consolidated subsidiaries reported on their consolidated statements of operations total revenue of $1.2 billion and $971.8 million, respectively, and net income before income taxes of $36.4 million and $29.5 million, respectively. For the three months ended March 31, 2026 and March 31, 2025, net income before income taxes was inclusive of charges for mark to fair value adjustments on BAC’s owned receivable balances of $115.0 million and $55.6 million, respectively.

BAC and its predecessors have been engaged in the securitization of motor vehicle retail installment sale contracts and have sponsored over 90 securitizations of sub-prime auto contracts.

All servicing and processing for the receivables will be performed by the servicer. The servicer will be responsible for, among others, billing, collection, recovery and remarketing of vehicles, if required and providing the monthly servicer’s certificates. Information about the servicing obligations and practices of the servicer is set forth below under “Servicing by BAC.”

The servicer will have the right to delegate, at any time without notice or consent, certain of its servicing and processing responsibilities of the receivables to other entities pursuant to the sale and servicing agreement. Such delegation will not release the servicer of its responsibility with respect to its duties under the sale and servicing agreement, and the servicer will remain obligated and liable to the issuing entity, the grantor trust and the indenture trustee for those duties as if the servicer alone were performing those duties.

See “The Transfer Agreements and the Administration Agreement” which describes other obligations of the servicer under the sale and servicing agreement.

[Insert information required by paragraph (c) of Item 1104, if applicable and material to an analysis of the origination or performance of the pool assets, including whether any prior securitizations organized by the sponsor have defaulted or experienced an early amortization triggering event.]

[To the extent not described in this prospectus, identify any servicer contemplated by Item 1108(a)(2) and provide the information required by paragraphs (b), (c) and (d) of Item 1108, as applicable, for each servicer contemplated by paragraphs (a)(2)(i), (ii) and (iv) of Item 1108 and each unaffiliated servicer identified in paragraph (a)(2)(iii) of Item 1008 that services 20% or more of the pool assets.]

Credit Risk Retention

Pursuant to Regulation RR, BAC is required to retain an economic interest in the credit risk of the receivables, either directly or through a majority-owned affiliate. BAC intends to satisfy this obligation through the retention by one or more of its majority-owned affiliates of [a combination of] an [“eligible vertical interest”] [and an] [“eligible horizontal residual interest”] [and] [the establishment of an “eligible horizontal cash reserve account” pledged by the issuing entity to the indenture trustee for the benefit of the noteholders and the issuing entity] in an [aggregate] amount equal to at least 5% of [the fair value, as of the closing date, of] all of the notes and certificates to be issued by the issuing entity.

[Retained vertical interest: The retained eligible vertical interest will take the form of at least [·]% of each class of notes and certificates issued by the issuing entity, though BAC or one or more of its majority-owned affiliates may retain more than [·]% of one or more classes of notes or of the certificates. The material terms of the notes are described in this prospectus under “The Notes.” The notes of each class retained by BAC or one or more of its majority-owned affiliates as part of the “eligible vertical interest” will have the same terms as all other notes in that class, except that such retained notes will not be included for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other transaction document, as described in “The Notes—Notes Owned by Transaction Parties.” As described under “The Transfer Agreements and the Administration Agreement—Priority of Payments” and “The Transfer Agreements and the Administration Agreement—Priority of Payments Will Change Upon Events of Default that Result in Acceleration” [below], distributions to holders of the issuing entity’s certificates on any payment date are subordinated to all payments of principal and interest on the notes by the issuing entity. On any payment date on which the issuing entity has insufficient funds to make all of the distributions described under “The Transfer Agreements and the Administration Agreement—Priority of Payments”, any resulting shortfall will, through operation of the priority of payments, reduce amounts distributable to the holders of the certificates prior to any reduction in the amounts payable for interest on, or principal of, any class of notes. The other material terms of the certificates are described in this prospectus under “Summary of Terms—The Certificates.”

In accordance with Regulation RR, if the amount of the eligible vertical interest retained at closing is materially different from the amount described above, within a reasonable time after the closing date we will disclose that material difference. [This disclosure will be [made on Form 8-K filed under the CIK number of the depositor][included in the first 10-D filed by the depositor after the closing date].]]

[Retained horizontal interest: The retained eligible horizontal residual interest will take the form of the issuing entity’s certificates.

BAC determined the fair value of the notes and the issuing entity’s certificates in accordance with a fair value measurement framework under generally accepted accounting principles.

In measuring fair value, the use of observable and unobservable inputs and their significance in measuring fair value are reflected in a fair value hierarchy with the following three levels, where Level 1 is the highest priority because it is the most objective and Level 3 is the lowest priority because it is the most subjective:

Level 1: Fair value is calculated using observable inputs that reflect quoted prices for identical assets or liabilities in active markets;

Level 2: Fair value is calculated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

Level 3: Fair value is calculated using unobservable inputs, such as the sponsor’s data.

BAC believes that the fair value of the notes should be categorized within Level 2 of the fair value hierarchy assessment, reflecting the use of inputs derived from prices for similar instruments. BAC believes that the fair market value of the issuing entity’s certificates should be categorized within Level 3 of the fair value hierarchy assessment, reflecting the use of significant unobservable inputs on key assumptions, including historical default

rates and adjustments to reflect prepayment rates based on available data from comparable securitization transactions of similar assets, discount rates reflective of recent historical equity yields, and recovery rates based on the average severity utilizing reported severity rates and loss severity utilizing available market data from a comparable securitized pool.

The fair value of each class of notes is assumed to be substantially equal to the initial principal amount of that class as set forth on the cover of this prospectus [and with respect to the Class A-2 notes, the initial principal amount of the Class A-2-A notes is assumed to be $[·] and the initial principal amount of the Class A-2-B notes is assumed to be $[·]]. Interest [is assumed to][will] accrue on the notes consistent with the following ranges of per annum coupon rates: Class A[-1] notes, [·]%[-[·]%], [Class A-2[-A] notes, [·]%[-[·]%]], [Class A-2-B notes, Benchmark + [·]%[-Benchmark + [·]%]], [Class A-3 notes, [·]%[-[·]%]], [Class A-4 notes, [·]%[-[·]%],] Class B notes, [·]%[-[·]]%, Class C notes, [·]%[-[·]]%, Class D notes, [·]%[-[·]%], [Class E notes, [·]%-[·]%], [and Class N notes, [·]%-[·]%].

[These interest rate ranges are estimated based on recent pricing of asset-backed notes secured by sub-prime motor vehicle receivables issued in similar securitization transactions.]

To calculate the fair value of the issuing entity’s certificates, BAC used a discounted cash flow method which uses the forecasted cash flows payable to the certificates and discounts the value of those cash flows to a present value using a rate intended to reflect a hypothetical market yield of the certificates. BAC used an internal model to project future interest and principal payments on the receivables to be transferred to the issuing entity, the interest and principal payments on each class of notes, the servicing fee, transaction fees and expenses and deposits necessary to fund the reserve account to an amount equal to the Specified Reserve Account Balance. The resulting net cash flows to the certificates are discounted to their present value using an expected market yield which takes into account the first loss exposure of the certificates and the credit risks of the receivables.

In connection with the discounted cash flow calculation with respect to the certificates described above, BAC made the following additional assumptions:

·              interest accrues on the notes at the rates described above [and, in determining the payments on the Class A-2-B notes, the Benchmark Rate is assumed to reset consistent with the applicable forward rate curve as of [___], 20[__], or if such date is not a Business Day, the next Business Day];

·                      the “clean-up call” option to redeem the notes will be exercised at the earliest opportunity;

·              projected cash flows to the certificates are discounted at [·]%;

·              interest and principal payments on the receivables are calculated using the hypothetical pools, assumed cut-off dates and related pool characteristics described under “Maturity and Prepayment Considerations”;

[·                    during the funding period, all funds on deposit in the pre-funding account will be used to acquire subsequent receivables;]

[·             during the revolving period, all amount otherwise available to make principal payments on the notes will be applied to purchase additional receivables from the depositor;]

·              the receivables prepay in full at a [·]% ABS based on amortization arising from prepayments, where “ABS” means the absolute prepayment model which assumes a rate of prepayment each month which is related to the original number of receivables in a pool of receivables and is one of the primary methodologies used to evaluate such expected voluntary prepayments; and

·              cumulative net losses on the receivables from the cut-off date through maturity of the receivables, as a percentage of the initial pool balance, equal [·]%, and from the cut-off date through the optional redemption of the notes, as a percentage of the initial pool balance, equal [·]%, and occur each month at the following rates:

BAC developed these inputs and assumptions by considering the following factors:

·              Discount rate applicable to the certificate cash flows – estimated to reflect the credit exposure to the residual cash flows, and derived taking into account the following qualitative factors: (i) [although there is not an actively traded market in asset-backed certificates, any available recent pricing of asset-backed certificates issued in similar securitization transactions, (ii)] the performance of prior securitized pools of receivables under the [“DTAOT” platform and] the “BLAST” platform, [(ii)][(iii)] structural features in the transaction that may impact the stability of certificate cash flows and [(iii)][(iv)] the ratings assigned by the Hired Agencies to the most subordinate class of notes in the transaction;

·              ABS – estimated considering the composition of the pool of receivables and the performance of securitized pools of receivables in previous securitization transactions sponsored by BAC under the [“DTAOT” platform and] the “BLAST” platform; and

·              Cumulative net loss rate and cumulative net loss timing curve – developed considering BAC’s internal loss expectations, the composition of the pool of receivables, the performance of prior securitized pools of receivables under the [“DTAOT” platform and] the “BLAST” platform, trends in used vehicle values, economic conditions, and the cumulative net loss assumptions of the Hired Agencies. In determining the cumulative net loss rate and cumulative net loss timing curve, BAC assumed:

[Risk Retention Reserve Account: On or prior to the closing date, BAC (by itself or through a majority-owned affiliate) will cause to be established and maintained a risk retention reserve account with the indenture trustee in the name and for the benefit of the issuing entity, which will be structured to qualify as an “eligible horizontal cash reserve account” in accordance with Regulation RR. [The [risk retention] reserve account will be funded in cash on the closing date in an amount equal to at least $[   ], which represents [between [   ]% and [   ]%] of the expected fair value, as of the closing date, of all of the notes and the certificate to be issued by the issuing entity on the closing date. BAC (by itself or through a majority-owned affiliate) may fund the reserve account on the closing date with an amount greater than the applicable reserve account required amount set forth in the preceding sentences. Until the interests of the issuing entity are paid in full or the issuing entity is dissolved, amounts on deposit in the reserve account will be released only in compliance with Regulation RR. For example, funds on deposit in the reserve account may not be used to pay (a) the servicing fee so long as BAC or an affiliate of BAC is the servicer and (b) the standby servicing fee so long as BAC or an affiliate of BAC is the standby servicer. For all other purposes, the reserve account may be used to make any payments that are due as described under “The Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus but are otherwise unpaid, including each of the notes on the related final scheduled payment date to the extent Collections on the receivables are insufficient to make such payments. For a description of the reserve account, see “The Transfer Agreements and the Administration Agreement—Reserve Account” in this prospectus.]

Based upon the foregoing inputs and assumptions, BAC expects the entire portion of the issuing entity’s certificates and the notes to have a fair value of between $[·] and $[·] and the issuing entity’s certificates to have a fair value of between $[·] and $[·], which is between [·]% and [·]% of the fair value, as of the closing date, of all of the notes and certificates to be issued by the issuing entity. The portion of the issuing entity’s certificates being retained to satisfy the requirements of Regulation RR is expected to be between [·]% and [·]% Percentage Interest in the issuing entity’s certificates, which BAC expects to have a fair value of between $[·] and $[·], which is expected to be at least 5% of the expected fair value, as of the closing date, of all of the notes and certificates to be issued by the issuing entity. The fair values disclosed above are based on the inputs and assumptions described above. Further, the actual characteristics of the receivables to be transferred to the issuing entity on the closing date differ from the assumptions described above and the actual performance of the receivables is likely to differ from the assumed performance (such as the amount of cumulative net losses on the receivables). Consequently, the present value of the projected cash flows on the certificates is expected to vary from the discounted actual cash flows on the certificates, and you should not assume that the fair value of the issuing entity’s certificates will be equal to or greater than the present value of the actual cash flows on the certificates.

BAC will recalculate the fair value of the notes and the issuing entity’s certificates following the closing date to reflect the issuance of the notes and any material changes in the methodology or inputs and assumptions described above. The fair value of the certificates as a percentage of the sum of the fair value of the notes and the certificates and as a dollar amount, in each case, as of the closing date, will be included in the first periodic report on Form 10-D filed by the depositor after the closing date, together with a description of any material changes in the method or inputs and assumptions used to calculate the fair value. Because all of the issuing entity’s certificates are expected to be retained by the depositor or another majority-owned affiliate of BAC on the closing date, the first periodic report on Form 10-D filed by the depositor after the closing date will also disclose the portion of the issuing entity’s certificates being retained to satisfy the requirements of Regulation RR.

As described under “The Transfer Agreements and the Administration Agreement—Priority of Payments” and “The Indenture—Priority of Payments Will Change Upon Events of Default that Result in Acceleration” below, distributions to holders of the issuing entity’s certificates on any payment date are subordinated to all payments of principal and interest on the notes by the issuing entity. In accordance with the requirements for an “eligible horizontal residual interest” under Regulation RR, on any payment date on which the issuing entity has insufficient funds to make all of the distributions described under “The Transfer Agreements and the Administration

Agreement—Priority of Payments” and “The Indenture—Priority of Payments Will Change Upon Events of Default that Result in Acceleration”, any resulting shortfall will, through operation of the priority of payments, reduce amounts distributable to the holders of the certificates prior to any reduction in the amounts payable for interest on, or principal of, any class of notes. The material terms of the notes are described in this prospectus under “The Notes,” and the other material terms of the certificates are described in this prospectus under “Summary of Terms—The Certificates.”]

BAC does not intend to transfer or hedge the portion of the retained economic interest that is intended to satisfy the requirements of Regulation RR except as permitted under Regulation RR. All or a portion of the retained eligible [vertical][horizontal residual] interest may be transferred on or after the closing date to any other majority-owned affiliate of BAC that is also a wholly-owned special purpose subsidiary of BAC.

[Insert disclosure required by Items 1104(g), 1108(e) or 1110(a)(3) of any hedges materially related to the credit risk of the securities.]

[Notwithstanding the foregoing, neither BAC nor any other party to the transaction described in this prospectus, or any of their respective affiliates will retain or commit to retain a 5% material net economic interest in the securitization constituted by the issuance of the notes in accordance with the EU Securitization Regulation or the UK Securitization Rules, or makes or intends to make any representation or agreement that it or any other party is undertaking or will undertake to take any other action or refrain from taking any action to facilitate or enable compliance by EU Affected Investors with the EU Due Diligence Requirements or by UK Affected Investors with the UK Due Diligence Requirements, or any person’s compliance with the requirements of any other law or regulation now or hereafter in effect in the EU, the UK or any other non-U.S. jurisdiction in relation to risk retention, due diligence and monitoring, transparency, credit granting standards or any other conditions with respect to investments in securitization transactions. The arrangements described above have not been structured with the objective of ensuring compliance with any such the requirements by any person.]

ORIGINATION

BAC acquires substantially all of its retail installment sales contracts from the financing of vehicles sold by DriveTime Car Sales. BAC acquired $899.8 million in receivables for the three months ended March 31, 2026 and over $25 billion in receivables since 2015 from DriveTime Car Sales. DriveTime Car Sales operates 147 dealerships in 30 states as of March 31, 2026.

Approximately [·]% of the receivables in the receivables pool (as a percentage of the aggregate principal balance of the receivables as of the cut-off date) were originated by DriveTime Car Sales, and approximately [·]% of the receivables in the receivables pool (as a percentage of the aggregate principal balance of the receivables as of the cut-off date) were acquired by BAC from an affiliated indirect finance company.

Although the related obligors represent a wide spectrum of credit quality, the majority of the related obligors are sub-prime credit obligors. Sub-prime receivables, in general, are expected to have higher loss rates and delinquency rates than receivables that represent the obligations of prime credit obligors. In the case of receivables evidenced by tangible contracts, the dealer sends contract packages to BAC. Key documentation is scanned to create electronic images and electronically forwarded to BAC’s centralized document control department. The original documents are subsequently sent to an outsourced storage location and stored in a fire-resistant vault. With respect to the receivables in the receivables pool acquired by BAC from an affiliated finance company, such affiliated finance company converted certain of these receivables evidenced by tangible contracts into electronic form. After such conversion, an authoritative copy of each such contract was created, and the original documentation related to such converted contract was subsequently destroyed. All such tangible contracts converted to electronic form have been stored in a manner similar to receivables originated in electronic form.

In the case of receivables evidenced by electronic contracts, BAC has contracted with third parties to facilitate the creation and storage of those electronic contracts. Each third party’s technology system permits transmission, storage, access and administration of electronic contracts and is comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials that enable electronic

contracting in the automobile retail industry. Each third party’s system allows for the transmission, storage, access and administration of electronic contracts. Through use of each third party’s system, a dealer originates electronic retail installment contracts and then transfers these electronic contracts to BAC.

Receivable and Calculation Methods

Each receivable has a fixed monthly payment and will amortize in full over its term assuming payments are made on time. Each contract utilizes the “simple interest method” to allocate its payment amount. Simple interest is calculated by multiplying the daily interest rate by the principal and the number of days that elapse between payments.

Underwriting Overview

BAC, or the “seller” herein, is a full spectrum lender that has historically focused on customers with a sub-prime credit profile, which is generally a result of having limited credit histories, modest incomes, and/or prior credit difficulties. The seller assesses each customer’s credit risk through the use of its proprietary credit scoring models developed from its database of historical performance and proprietary blend of credit related information supplied from various third-party data providers.

In connection with each sale, the seller requires the customer to complete a credit application. After a customer’s information is entered into the seller’s centralized origination system, the seller’s proprietary credit scoring system determines that customer’s credit risk, which, together with a variety of other factors (including the customer’s income, region, and vehicle choice) is used to determine the unique payment terms and deal structures available for that customer for each vehicle. The seller validates certain information on the customers’ credit application before DriveTime Car Sales finalizes the sale. Such factors validated by the seller may include income, employment, residency, proof of insurance, and identity. Utilizing the results of the seller’s validation processes and any additional information received, credit underwriters may also make subjective adjustments to payment terms and deal structures determined by the systematic proposed structure initially offered to the customer.

Underwriting and Credit Scoring Models

The seller has dedicated, and expects to continue to dedicate substantial resources to developing, maintaining, and updating its proprietary credit scoring, deal structure, and pricing models that focus on predicting the credit risk of its customers, and the overall risk of the customer, deal terms, and vehicle combinations. The seller uses experienced data scientists and risk analysts to develop its credit scoring models, deal structures, and pricing models used in different aspects of its business. While many companies use third-party credit scores (such as VantageScore^® or FICO^®) as a standard metric to assess customer credit risk, the seller has been developing proprietary custom models since 2001 that it believes better assess the credit risk of its customers, particularly within the sub-prime segment. The seller’s models are intended to provide a substantial improvement over traditional third-party scores in rank-ordering the likelihood of credit risk default. The seller’s models also use alternative data sources along with traditional credit bureau data to enhance the ability to separate the credit risk levels of the sub-prime auto segment into different categories. Although the seller does not use a Credit Bureau Score (as defined below) in its credit underwriting process, in June 2025, the seller transitioned from obtaining a FICO® score to obtaining a VantageScore® for an obligor. FICO^® is a federally registered trademark of Fair Isaac Corporation, and VantageScore® is a registered trademark of VantageScore Solutions, LLC. With respect to receivables in the receivables pool, the seller attempted to obtain a FICO^® score or a VantageScore® for the related obligor at origination (the applicable credit bureau score, for each obligor, the related “Credit Bureau Score”).

The seller generally uses the customer’s credit risk, the customer’s verified income level, the vehicle’s risk attributes, regional adjustments, and other factors to determine the credit offers for each vehicle to be made to each customer. The seller utilizes adjustments to down payment and contract rate as the primary methods to control risk identified through its credit underwriting process. The “contract rate” of a receivable is the interest rate at which interest accrues under the contract evidencing such receivable. Such rate may be less than the “annual percentage rate” disclosed in the receivable.

The seller’s models are continuously monitored and periodically updated to reflect changes in account performance, data sources, geographic presence, economic cycles, and business processes. The first credit scoring model was deployed in July 2001. Since then, ten subsequent generations of credit scoring models have been implemented. The most recent credit scoring model was implemented in January 2026. The models have evolved over time, are routinely monitored and updated, and leverage data collected from prior models, with the intent that each model becomes increasingly more sophisticated in identifying the expected credit risk of the seller’s customers.

The seller also utilizes fraud scoring models to segment the applicants’ risk of identity fraud. Applicants who trigger a potential identity concern are subjected to additional identity validation prior to finalizing and funding the contract.

The seller utilizes its proprietary models and other credit-related criteria to offer credit to [approximately 99%] of customers who apply. In very limited circumstances, the seller will decline to offer credit to customers. In the absence of manual error inconsistent with its policies and guidelines, the seller makes no exceptions to its decision to offer credit or not offer credit to a customer. To the extent the seller identifies any customer offered credit as a result of a manual error prior to the cut-off date, the seller will consider the related receivable ineligible for inclusion in the pool of receivables.

The seller’s proprietary models and other credit-related criteria form the basis for its evaluation of credit risk of its customers, the decision to offer credit, and the terms of the credit offer made to the applicant. In addition to deploying its proprietary models, the seller undertakes a variety of systematic and manual efforts to evaluate the creditworthiness of each customer. The seller establishes guidelines and policies governing its underwriting, income verification, identity verification, vehicle valuation, and fraud detection processes and procedures, including the ability for manual review and approval of a customer’s application for credit. From time to time, the seller’s credit underwriters may utilize additional procedures to determine a customer’s qualifications and validate provided information, including a subjective determination of the customer’s qualifications and the use of alternative verification methods. These additional procedures do not change the seller’s initial decision to extend credit to a customer and are not considered underwriting exceptions (although such manual review and intervention are tracked by the seller in connection with its review and improvement of the seller’s proprietary credit scoring model and portfolio performance).

The seller controls credit risk through several factors, including combinations of customer, region, and vehicle attributes. These factors include deal structure and payment terms and are developed based on the seller’s proprietary models. From time to time, a credit underwriter may adjust deal structures or payment terms which differ from the initial systematic structure and terms offered to the customer. These adjustments made at the subjective determination of a credit underwriter may include, for example, adjustments to minimum requirements for down payment or contract rate, or adjustments to the maximum term. These adjustments to the deal structure or payment terms authorized by a credit underwriter that differ from the minimums or maximums, as applicable, established by the systematic credit offer will be considered an exception to the seller’s underwriting criteria. As of the cut-off date, [·] of the receivables (approximately [·]% of the receivables in the receivables pool as of the cut-off date), having an aggregate outstanding principal balance of $[·] (approximately [·]% of the principal balance of the receivables in the receivables pool as of the cut-off date), were subject to underwriting exceptions at the time of origination. See “The Receivables Pool—Exceptions to Underwriting Criteria” in this prospectus. Systematic incentive programs for returning customers, unique pricing or structure pilots, or other promotional programs may occur from time to time at the discretion of seller but are not considered underwriting exceptions.

Ancillary Products

The seller offers its VSC on financed vehicles sold by DriveTime Car Sales. The VSC includes a 60-month/50,000-mile service contract which covers labor and parts for covered components of the vehicle. Obligors are not obligated to purchase a VSC from the seller and may choose not to do so; however, as of the cut-off date, [the majority] of obligors chose to purchase a VSC from the seller. As a result, not every financed vehicle is subject to a VSC, though DriveTime Car Sales provides a 30-day DriveCare® limited warranty for all financed vehicles. The VSC is evidenced by an agreement between the obligor and DriveTime Car Sales separate and apart from the receivable contract but is generally financed by that receivable contract. By its terms, the VSC may be cancelled by the customer by providing notice to the VSC provider or administrator, in which case, the customer may be entitled

to a refund of the unearned portion of the cost of the VSC from DriveTime Car Sales or an affiliate. The refund of the unearned portion of the VSC cost will be reduced by the amount of the cancellation fee, if any. The VSC also provides that all refunds will be paid to BAC or its successors and assigns, as lienholder, if the related vehicle is subject to a lien in their favor. Any refunds with respect to a VSC are first applied to reduce the principal balance of the related receivable and any remaining amounts are remitted to the customer.

In addition to DriveTime Car Sales’ limited warranty and optional VSC, the seller also offers optional Guaranteed Asset Protection (“GAP”) and GPS device and service. As of the cut-off date, the majority of obligors chose to purchase GAP and GPS monitoring from the seller. In the event of a total loss of the financed vehicle, GAP provides a benefit to the obligor equal to the difference between their primary auto insurance coverage and the outstanding principal balance on the related receivable. GPS device and service allows obligors to locate their vehicle, set digital geo fences, track trips, and set speed alerts from their smartphone or other digital device. In addition, the GPS product provides a theft warranty benefit of $5,000 if a vehicle is stolen and is not recovered within 30 days of notice. Like VSC, any cancellation or refunds of the GAP service or GPS service or device are applied first to reduce the principal balance of the obligor’s related receivable to zero, with any remaining amounts remitted to the obligor.

SERVICING BY BAC

The servicer will be responsible for servicing and collecting on the receivables. The servicer’s duties will include billing, making available payment or other information to obligors, collecting, accounting and posting all payments received with respect to the receivables, responding to obligor inquiries, taking steps to maintain the security interest granted in the financed vehicles or other collateral, pursuing delinquencies, coordinating the ongoing liquidation of repossessed collateral, providing the monthly servicer’s certificates, and generally monitoring each receivable and the related collateral.

The servicer will generally be required to service the receivables in accordance with the customary servicing practices followed by the servicer when servicing all comparable motor vehicle receivables that the servicer services for itself and others, as may change from time to time. The following discussion provides a brief description of certain customary servicing practices of BAC applicable to its role as servicer. The servicer modifies its customary servicing practices from time to time to enhance its operations and comply with applicable regulatory requirements and guidance. In addition, the servicer reviews its servicing practices periodically and revises them to improve the effectiveness or efficiency of its servicing and collection activities.

Artificial intelligence (“AI”) technology is increasingly being used by BAC to enhance both inbound and outbound customer service interactions. AI systems now handle a majority of all text messages and a portion of inbound calls. For inbound calls and text messages, the AI systems help customers address concerns and provide necessary information without human intervention, improving response times and reducing wait times.

Payment Channels and Methods

The servicer maintains a website where obligors can access information about their accounts. Obligors have a variety of available payment options, including through an online portal, by phone with a representative or through an automated phone system, mail, an app and third-party payment processing services. Currently, debit card, check (through mail) and automated clearing house (“ACH”) payments are accepted through these payment avenues. The servicer continually evaluates emerging trends and payment technologies and may modify its accepted payment methods from those described above.

Payment Application

Unless otherwise required by law or the applicable contract, payments received on an obligor’s account are generally applied in the following order: past due interest, past due principal, current scheduled payments, any assessed late fees and non-sufficient fund (“NSF”) fees, and then to future scheduled payments. Within the past three years, the servicer modified its customary servicing practices to clarify that, in accordance with applicable regulatory guidance, even if the servicer is permitted to apply payments received on an obligor’s account first to any

assessed late fees and NSF fees, the servicer will nevertheless apply such payments in the order specified in the preceding sentence. An obligor must pay at least 90% of a scheduled payment and all past due amounts to be considered current. The servicer may, in its discretion and in accordance with its customary servicing practices, waive accumulated late fees, NSF fees, and other supplemental servicing fees.

Collections

The servicer maintains its primary servicing centers in Mesa, Arizona and Dallas, Texas, and uses offshore vendors for customer service operations and other servicing activities. In addition, the servicer continues to invest in and consider alternate strategies for its servicing functions. The mission of the servicer’s account servicing department is to assist obligors to remain current on their payments. The servicer generally works with obligors that are having difficulties making payments to bring the account current. The servicing department is organized into several different teams based on payment and delinquency stage. The front-end collections group generally handles delinquencies by contacting obligors and responding to inbound calls. The late-stage collections group will continue to work with obligors as they advance in delinquency or until the receivable defaults.

Modification of Contracts-Due Date Changes, Extensions and Mature Payment Plans

The servicer may, subject to certain limitations, change the due dates for payments to accommodate the date that best suits the obligor’s ability to make timely payments. Due date changes generally are not treated as extensions. Additionally, at the request of an obligor, the servicer may, subject to certain limitations, change the frequency of scheduled payments to facilitate the obligor’s ability to make timely payments (e.g., by aligning the due dates of scheduled payments with the timing of expected income). Payment frequency may be monthly, bi-monthly, or every two weeks. Payment frequency changes are generally limited to once during the life of the receivable and are treated as contract modifications; however, they are only considered extensions if the change in payment frequency increases the scheduled term of the receivable by one or more months.

The servicer’s customary servicing practices set forth requirements for when the term of a receivable may be extended. Extensions are granted when an obligor’s payments are deferred to the end of the term, which may prevent an account from becoming delinquent or further delinquent. This extends the contract maturity date but does not affect any other terms of the receivable. The servicer may grant extensions, rebates, deferrals, amendments, modifications, temporary reductions in payments or adjustments with respect to any receivable in accordance with its customary servicing practices, subject to limitations regarding Permitted Modifications. The servicer’s ability to make modifications to the receivables is not expected to have a material impact on the distributions on the notes. Under the sale and servicing agreement, the servicer may not extend the maturity of a receivable beyond the last day of the Collection Period preceding the latest final scheduled payment date of all classes of notes, other than as described under “The Transfer Agreements and the Administration Agreement—Collection, Extensions and Modifications of Receivables” in this prospectus. Extensions may be processed within system and rule constraints without manual intervention or approval. Exceptions may also be granted by an authorized approver beyond the guidelines and established limits within specified parameters. Any extension or other permissible modification could affect the amount and timing of collections on receivables and, consequently, the amount and timing of Available Funds to make payments on the notes and certificates. See “Risk Factors—The characteristics, servicing and performance of the receivables pool could result in delays in payment or losses on your notes—The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes.”

Under the servicer’s customary servicing practices, the servicer may also offer a mature payment plan to obligors who are nearing their maturity date and have a higher final payment in excess of their original final contractual payment. Such a plan extends the term of the receivable based on the size of the obligor’s regular installment payment, reduces the interest rate to zero for the new remaining term, and is generally available only for receivables that have not been charged-off.

Disaster Relief and Recovery

In the event of a natural or manmade disaster (including global or regional pandemics or similar outbreaks), the servicer may implement a range of actions with respect to impacted obligors and the related receivables, including the cessation of repossession and collection efforts, offering assistance through modification or extension of the receivable, and assisting with the processing of insurance claims. The scope of any such action may exceed the general requirements for eligibility with respect to such action outside of a natural or manmade disaster situation. For more information regarding the impact of a natural or manmade disaster on the receivables and your investment in the notes, see “Risk Factors—The characteristics, servicing and performance of the receivables pool could result in delays in payment or losses on your notes—The geographic concentration of the obligors in the receivables pool and varying economic circumstances may increase the risk of losses or reduce the return on your notes.”

Charge-off Guidelines

Currently, receivables in default are generally charged-off at the earliest of (a) the end of the calendar month in which more than 10% of a scheduled payment is more than 120 days past due, (b) the date on which the financed vehicle has been repossessed and sold, or (c) the date on which the servicer has charged-off in full the related principal balance in accordance with its customary servicing practices.

Sales of Deficiency Balances

The servicer may, from time to time, sell Defaulted Receivables, receivables in bankruptcy or Deficiency Balances remaining after a receivable is charged-off to third parties on either a flow or portfolio purchase basis.

Repossession, Reinstatements and Liquidations

The servicer’s customary servicing practices include guidance with respect to repossessions, the handling of an obligor’s voluntary surrender of a vehicle, the handling of vehicles that have been impounded, and notice requirements related to the foregoing. Generally, the servicer may repossess a vehicle if the obligor has missed a monthly payment or otherwise defaulted on a receivable, but a decision to repossess a vehicle is determined on an account-by-account basis in accordance with guidelines that consider, among other things, the risk of loss associated with the account. If the servicer determines that a vehicle should be repossessed, then the servicer will assign the vehicle for repossession to an approved repossession agent. In certain states and under certain circumstances, the servicer must send a “right to cure” notice prior to repossessing the vehicle and, in some states, the servicer must send a “notice of intent” letter informing the obligor of the intent to sell the repossessed vehicle. If a vehicle is submitted for repossession and has not been recovered, the customer is offered options to cancel the repossession, either by paying the full principal balance (referred to as “redeemed”) or paying the full past due balance (referred to as “reinstated”). If the related obligor is in bankruptcy or subject to the Servicemembers Civil Relief Act, then the account will be referred to the servicer’s bankruptcy department or military group prior to any repossession to ensure compliance with applicable legal requirements. Additionally, an obligor may voluntarily surrender a vehicle to the servicer by requesting that the servicer retrieve the vehicle, which is considered a voluntary repossession.

If a repossessed vehicle is not redeemed or reinstated, the servicer will sell the vehicle at auction and apply the net liquidation proceeds to the outstanding balance of the receivable. If the net liquidation proceeds exceed the outstanding balance, then the servicer will refund the excess to the obligor; if the net liquidation proceeds are less than the outstanding balance, then the obligor will remain liable for the Deficiency Balance after rebates and credits, if any, are applied to the account.

Bankruptcy

The servicer’s bankruptcy department is assigned to manage all receivables from obligors who have filed for bankruptcy. Once notice is received that an obligor has filed for bankruptcy, the account is moved to the bankruptcy department, and all collection efforts are halted until the bankruptcy department reviews the account and determines the next steps. For obligors confirmed in bankruptcy, the servicer will not engage in any collection efforts unless the bankruptcy case has been dismissed (and not reinstated or appealed) or the account is reaffirmed and reaffirmation is approved by the bankruptcy court.

Impounds

From time to time, vehicles are impounded. When an obligor abandons a vehicle by failing to retrieve the vehicle from the impound lot, the servicer will determine whether to secure possession of the vehicle to satisfy the outstanding amounts under the related receivable. If the servicer’s impound department determines that the cost of securing possession of the vehicle outweighs the benefit, the servicer may abandon/forfeit the vehicle. If the vehicle is abandoned/forfeited, the account can be charged-off in accordance with the servicer’s customary servicing practices.

Insurance Policies and Processing

Although the retail installment contracts require obligors to insure the vehicle, the servicer is not obligated to monitor compliance with this requirement or to force-place insurance. However, once the servicer becomes aware of a damaged or totaled vehicle, the servicer’s total loss department is responsible for ensuring insurance settlements are applied to the account and repair checks are distributed. In the event the customer presents GAP coverage at the time of loss, proceeds are applied to the account, and the leftover balance is written down to reflect the GAP coverage. Vehicles abandoned by a customer or with applied insurance proceeds are charged-off according to the servicer’s customary servicing practices.

THE STANDBY SERVICER

[·], a [·], has been appointed as standby servicer pursuant to [the sale and servicing agreement] between the sponsor, the servicer, the indenture trustee, the issuing entity[, the grantor trust] and the standby servicer. We refer to [·] as “standby servicer”. [Insert description of the extent to which the standby servicer has had prior experience serving as a standby servicer for asset-backed securities transactions involving motor vehicle receivables.]

[The servicer may not resign from its obligations and duties except under certain limited circumstances and no such resignation will become effective until a successor servicer has assumed the servicing obligations. If the initial servicer is terminated or resigns as servicer, the standby servicer will serve as successor servicer, unless the indenture trustee, as directed by the noteholders representing at least a majority of the Note Balance of the Controlling Class, appoints another successor servicer.]

THE ASSET REPRESENTATIONS REVIEWER

[·], a [·], has been appointed as asset representations reviewer pursuant to an agreement between the sponsor, the servicer, the issuing entity and the asset representations reviewer. [Insert description of the extent to which the asset representations reviewer has had prior experience serving as an asset representations reviewer for asset-backed securities transactions involving motor vehicle receivables.]

The asset representations reviewer is not affiliated with the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee, [the grantor trust trustee] or any of their affiliates, nor has the asset representations reviewer been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables. The asset representations reviewer may not resign unless (a) the asset representations reviewer is merged into or becomes an affiliate of the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee, [the grantor trust trustee] or any person (or an affiliate of any person) hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables, (b) upon determination that the performance of its duties under the asset representations review agreement is no longer permissible under applicable law and there is no reasonable action that it could take to make the performance of its duties under the asset representation review agreement permitted under applicable law or (c) if the asset representations reviewer does not receive payment in full of any amounts required to be paid to the asset representations reviewer for a period of 90 days after written notice of such failure is delivered by the asset representations reviewer to the issuing entity, the sponsor and the indenture trustee. Without limiting the foregoing, the asset representations reviewer must promptly resign if it is merged into or becomes an affiliate of the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee, [the grantor trust trustee] or any person (or an affiliate of any person) hired by the sponsor or an underwriter

to perform pre-closing due diligence work on the receivables. Further, the indenture trustee may, or, at the direction of the noteholders evidencing a majority of the aggregate outstanding amount of the notes [(other than the Class E notes [and the Class N notes])] will, terminate the rights and obligations of the asset representations reviewer upon the occurrence of one of the following events:

Following the resignation or removal of the asset representations reviewer, (i) if the Delinquency Percentage has exceeded the Delinquency Trigger as of the most recent payment date, the indenture trustee (at the direction of the noteholders, provided, that if the indenture trustee has received conflicting or inconsistent requests from two or more groups of noteholders, each representing less than the majority of the Note Balance, the indenture trustee will follow the direction of the noteholders representing the greater percentage of the Note Balance) will appoint a successor asset representations reviewer which is an eligible asset representations reviewer pursuant to the asset representation review agreement or (ii) if the Delinquency Percentage has not exceeded the Delinquency Trigger as of the most recent payment date, the sponsor, will appoint a successor asset representations reviewer. If the asset representations reviewer has resigned or has been removed, replaced or substituted, or if a new asset representations reviewer has been appointed, then the depositor will specify on the Form 10-D filed after the Collection Period in which the event occurred the date of the event and the circumstances surrounding the resignation, removal, substitution or appointment, as applicable. The asset representations reviewer will pay the expenses (including the fees and expenses of counsel), if any, of transitioning the asset representations reviewer under the asset representations review agreement and preparing the successor asset representations reviewer to take on such obligations.

The asset representations reviewer will be responsible for reviewing the Subject Receivables (as defined under “The Transfer Agreements and the Administration Agreement—Asset Representations Review” below) for compliance with the representations and warranties made by the sponsor on the receivables if the conditions described below under “The Transfer Agreements and the Administration Agreement—Asset Representations Review” are satisfied. Under the asset representations review agreement, the asset representations reviewer will be entitled to be paid the fees and expenses set forth under “The Transfer Agreements and the Administration Agreement—Asset Representations Review—Fees and Expenses for Asset Review” below and will be indemnified as described under “The Transfer Agreements and the Administration Agreement—Asset Representations Review—Indemnification and Limitations of Liability of Asset Representations Reviewer” below. The asset representations reviewer is required to perform only those duties specifically required of it under the asset representations review agreement, as described under “The Transfer Agreements and the Administration Agreement—Asset Representations Review” below.

AFFILIATIONS AND CERTAIN RELATIONSHIPS

The following parties are all affiliates and are all direct or indirect subsidiaries of BAC: the depositor [and] [[____]]. [An affiliate of one or more of the underwriters is the [indenture trustee] [owner trustee] [grantor trust trustee]]. [None of the indenture trustee, the owner trustee[, the grantor trust trustee] or the asset representations reviewer is an affiliate of any of the foregoing parties.] [Additionally, none of the indenture trustee, the owner trustee[, the grantor trust trustee] or the asset representations reviewer is an affiliate of one another] [describe any material affiliates.]

THE RECEIVABLES POOL

The receivables consist of motor vehicle retail installment sale contracts [and/or installment loans]. These receivables are secured by a combination of [new and/or] used automobiles, light-duty trucks, SUVs and vans manufactured by a number of motor vehicle manufacturers. The receivables to be transferred to the [issuing entity][grantor trust] have been originated [or acquired] by [an affiliate of] the seller [[from][or] an affiliate of the seller]. See “Origination” in this prospectus.

Characteristics of the Receivables

The characteristics of the receivables presented throughout this prospectus are based on the receivables as of the [statistical] cut-off date that were owned by BAC and met the criteria set forth under “The Transfer Agreements and the Administration Agreement—Representations and Warranties” as of the [statistical] cut-off date. [[·] will originate additional receivables after the [statistical] cut-off date that may be included in the receivables pool.] The receivables to be transferred to the [issuing entity][grantor trust] on the closing date will be the same receivables included in the pool described in this prospectus as of the statistical cut-off date except for those receivables (i) that no longer satisfy the eligibility criteria specified in the transaction documents or do not otherwise satisfy the selection criterion used by BAC to determine eligibility of a receivable for inclusion in the pool, (ii) for which payment in full has been received or (iii) for which BAC is unable to verify all of the required asset-level information for filing by the issuing entity on Form ABS-EE, in each case as of the cut-off date. [As of the close of business on the statistical cut-off date, the receivables in the pool described in this prospectus had an aggregate outstanding principal balance of $[·].] The receivables to be transferred to the [issuing entity][grantor trust] on the closing date had an aggregate initial principal balance of $[·] as of the cut-off date.

[The characteristics of the pool of receivables transferred to the [issuing entity][grantor trust] on the closing date may vary somewhat from the characteristics of the receivables in the pool described in this prospectus as of the statistical cut-off date, although such variance is not expected to be material.] [The characteristics of the subsequent receivables transferred to the [issuing entity][grantor trust] on each funding date as of the applicable subsequent cut-off date may vary somewhat from the characteristics of the receivables in the pool as of the initial cut-off date illustrated in the tables below. Any such variance is not expected to be material.]

[Additional receivables sold to the issuing entity during the revolving period must meet substantially similar criteria. See “Criteria Applicable to Selection of Additional Receivables During the Revolving Period” below. However, these criteria will not ensure that each subsequent pool of additional receivables will share the exact characteristics as the initial pool of receivables. As a result, the composition of the aggregate pool of receivables will change as additional receivables are purchased by the issuing entity on each payment date during the revolving period.]

The receivables [were][will be] selected using selection procedures that were not known or intended by BAC to be adverse to the issuing entity [or the grantor trust].

No expenses incurred in connection with the selection and acquisition of the receivables are to be payable from the offering proceeds.

Calculation Methods

Each of the receivables included in the issuing entity property will be a Simple Interest Receivable, with respect to which the allocation of each payment between interest and principal is calculated using the Simple Interest Method. Accordingly, if an obligor pays the fixed monthly installment in advance of the due date, the portion of the payment allocable to interest for that period since the preceding payment will be less than it would be if the payment were made on the due date, and the portion of the payment allocable to reduce the outstanding principal balance will be correspondingly greater. Conversely, if an obligor pays the fixed monthly installment after its due date, the portion of the payment allocable to interest for the period since the preceding payment will be greater than it would be if the payment were made on the due date, and the portion of the payment allocable to reduce the outstanding principal balance will be correspondingly smaller. When necessary, an adjustment is made at the maturity of the

receivable to the scheduled final payment to reflect the larger or smaller, as the case may be, allocations of payments to interest or principal under the receivable as a result of early or late payments, as the case may be. Late payments, or early payments, on a Simple Interest Receivable may result in the obligor making a greater – or smaller – number of payments than originally scheduled. The amount of additional payments required to pay the outstanding principal balance in full generally will not exceed the amount of an originally scheduled payment. If an obligor elects to prepay a Simple Interest Receivable in full, the obligor will not receive a rebate attributable to unearned finance charges. Instead, the obligor is required to pay finance charges only to, but not including, the date of prepayment.

[Criteria Applicable to the Selection of Additional Receivables During the Revolving Period]

[The additional receivables sold to the issuing entity during the revolving period will be selected from BAC’s portfolio based on several criteria. These criteria include the requirements that each additional receivable meet the criteria set forth under “The Transfer Agreements and the Administration Agreement—Representations and Warranties” as of the [applicable] cut-off date, and that, following the addition of the additional receivables on each subsequent cut-off date:

The additional receivables will be selected from BAC’s portfolio of receivables that meet the criteria described above and other administrative criteria utilized by BAC from time to time. We believe that no selection procedures adverse to the noteholders will be utilized in selecting the additional receivables.]

[Exceptions to Underwriting Criteria

As described above under “Summary of Terms—Statistical Information”, the seller uses proprietary models and other credit-related criteria to evaluate the credit risk of its customers, the decision to offer credit, and the terms of the credit offer made to the applicant. The seller originates receivables considered to be exceptions to the seller’s underwriting guidelines.

As of the cut-off date, [·] of the receivables (approximately [·]% of the receivables in the receivables pool as of the cut-off date), having an aggregate outstanding principal balance of $[·] (approximately [·]% of the principal balance of the receivables in the receivables pool as of the cut-off date), were subject to underwriting exceptions at the time of origination:

The seller determined that receivables considered by the seller to be underwriting exceptions should be included in the receivables pool. The seller elected to include those receivables because the seller’s general practice is to securitize the majority of eligible assets in its portfolio, and the existence of an exception is not a selection criterion used to determine eligibility of a receivable for inclusion in the receivables pool. In addition, the information relating to delinquency and net loss experience set forth below under “—Delinquencies and Net Losses” and the securitized pool performance discussed below under “—Pool Stratifications as of the Cut-off Date” is reflective of all receivables originated by the seller, including those with underwriting exceptions at the time of origination.]

Asset Level Information

The issuing entity has provided asset-level information regarding the receivables that will be owned by the issuing entity as of the closing date (the “asset-level data”) as an exhibit to an applicable Form ABS-EE filed by the issuing entity by the date of filing of this prospectus, which is hereby incorporated by reference. The asset-level data comprises each of the data points required with respect to automobile loans identified on Schedule AL to Regulation AB and generally includes, with respect to each receivable, the related asset number, the reporting period covered, general information about the receivable, information regarding the related financed vehicle, information about the related obligor, information about activity on the receivable and information about modifications of the receivable during the reporting period. In addition, the issuing entity will provide updated asset-level data with respect to the receivables each month as an exhibit to the monthly distribution reports filed with the SEC on Form 10-D.

Pool Stratifications as of the [Initial][Statistical] Cut-off Date

The composition, distribution by loan-to-value ratio, Credit Bureau Score, annual percentage rate, geographic distribution by state of residence of the obligor, model year, original term to maturity, remaining term to maturity, original amount financed, current principal balance, Grade Mix, quarter of origination, payment-to-income ratio, down payment, monthly equivalent payment and monthly income, in each case, of the receivables in the pool as of the [initial][statistical] cut-off date, are set forth in the tables below.

Composition of the Pool of Receivables
As of the [Initial][Statistical] Cut-off Date

Distribution of the Pool of Receivables
By Loan-to-Value Ratio [(Including Ancillary Products)]
As of the [Initial][Statistical] Cut-off Date

[Distribution of the Pool of Receivables
By Loan-to-Value Ratio (Excluding Ancillary Products)
As of the [Initial][Statistical] Cut-off Date]

Distribution of the Pool of Receivables
By Credit Bureau Score
As of the [Initial][Statistical] Cut-off Date

Distribution of the Pool of Receivables
By Annual Percentage Rate
As of the [Initial][Statistical] Cut-off Date