As filed with the Securities and Exchange Commission on October 29, 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

SFS AUTO FUNDING, LLC

as depositor to the issuing entities described herein

(Exact name of registrant as specified in its charter)

Stellantis Financial Services, Inc.

(Exact name of sponsor as specified in its charter)

5757 Woodway Drive

Houston, Texas 77057

(713) 273-5116

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

Bennie H. Duck

Stellantis Financial Services, Inc.

5757 Woodway Drive

Houston, Texas 77057

(713) 273-5116

(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: ☒

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

$[●]

SFS Auto Receivables Securitization Trust 20[●]-[●]

Issuing Entity

Central Index Key Number: [ ]

SFS Auto Receivables 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 date of this prospectus is [__________] [●], 20[●].

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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CAPITALIZED TERMS

The capitalized terms used in this prospectus, unless defined elsewhere in this prospectus, have the meanings set forth in the glossary at the end of this prospectus.

WHERE TO FIND INFORMATION IN THIS PROSPECTUS

This prospectus provides information about the issuing entity and the notes offered by this prospectus.

You should rely only on the information contained in this prospectus or information expressly incorporated by reference into this prospectus, including all appendices hereto. We have not authorized anyone to provide you with other or different information. If you receive any other information, you should not rely on it. We are not offering the notes 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 front cover page.

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 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 of Principal Terms” beginning on page I-1 of this prospectus.

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

REPORTS TO NOTEHOLDERS

After the notes are issued, unaudited monthly servicing reports containing information concerning the issuing entity, the notes and the receivables will be prepared by Stellantis Financial Services, Inc. (“Stellantis Financial Services”) and sent on behalf of the issuing entity to the indenture trustee.

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 Internet website, which is presently located at [•]. The indenture trustee will forward a hard copy of the reports to each noteholder promptly upon request. Assistance in using this Internet website may be obtained by calling the indenture trustee’s customer service desk at [•]. The indenture trustee is obligated to notify the noteholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible.

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. Stellantis Financial Services, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the notes.

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WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES

The Issuing Entity

The issuing entity will file with the SEC all required annual reports on Form 10-K, distribution reports on Form 10-D, monthly asset data files on Form ABS-EE and current reports on Form 8-K. Those reports will be filed with the SEC under the name “SFS Auto Receivables Securitization Trust 20[•]-[•]” and file number [•]-[•]-[•].

The Depositor

The depositor has filed a Registration Statement on Form SF-3 with the SEC 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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus from the dates of filing of the documents. Such information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the most recently printed information rather than contradictory information included in this prospectus. Any information that has been so updated by more recent information shall not, except as so updated, constitute part of this prospectus. We incorporate by reference any current reports on Form 8-K subsequently filed by or on behalf of the issuing entity prior to the termination of the offering.

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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 IS 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), AS APPLICABLE. 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 (I) 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 (II) TO PERSONS WHO FALL WITHIN ARTICLE 49(2)(A)-(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER OR (III) 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”).

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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.

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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

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Flow of Funds⁽¹⁾

(Prior to an Acceleration after an Event of Default)

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SUMMARY OF TERMS

This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding. You should carefully read this entire prospectus to understand all of the terms of the offering.

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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.

RISKS RELATING TO ECONOMIC CONDITIONS AND OTHER FACTORS

Stellantis Financial Services has limited captive finance operating history, which may have an adverse effect on the receivables and your notes.

Stellantis Financial Services commenced its operations as a captive finance company purchasing retail installment sales contracts from Chrysler^®, Dodge^®, Jeep^®, RAM^®, Alfa Romeo^® and FIAT^® dealers in the U.S. under the Stellantis Financial Services brand in March 2022. Stellantis Financial Services therefore has limited historical data with respect to its originations, managed pool performance or financial operations and results. Stellantis Financial Services is subject to the risks inherent in the establishment of any new business and must, among other things, establish and implement successful business strategies.

Further, because Stellantis Financial Services has limited operating history and is continuing to grow, historical loss and delinquency information may not be representative of the loss and delinquency performance of the receivables pool because the loss and delinquency information with respect to the managed portfolio set forth in this prospectus under “The Receivables Pool” reflects a relatively unseasoned portfolio of contracts and the denominator used for calculating delinquency and loss percentages is growing rapidly and therefore lowers the percentages relative to a more stable portfolio.

Stellantis Financial Services requires a substantial amount of liquidity to implement its business strategy, including, without limitation, liquidity to: (i) finance the purchase of retail installment sales contracts and leases from originating dealers and (ii) satisfy working capital requirements. These liquidity requirements, which have been satisfied primarily through operational cash flows, equity contributions from its parent company and warehouse borrowing arrangements, will likely increase as Stellantis Financial Services’ loan and lease originations and acquisitions increase. Stellantis Financial Services will seek to have access to the capital markets in the future for securitizations and financing through equity contributions and borrowing arrangements as available to satisfy Stellantis Financial Services’ liquidity requirements.

Recent and future economic developments may adversely affect the performance of the receivables, which could result in losses on your notes.

A deterioration in economic conditions and certain economic factors, such as reduced business activity, high unemployment, volatile interest rates, rising or falling oil prices, housing prices, increased state, local or federal taxation, lack of available credit, the rate of inflation and consumer perceptions of the economy, the imposition of tariffs and any retaliatory tariffs, and other factors, such as terrorist events, civil unrest, cyber-attacks, labor strikes, public health emergencies (such as epidemics and pandemics) or extreme weather conditions, or significant changes in the political environment, armed conflicts and/or public policy, or an increase of obligors’ payment obligations under other indebtedness incurred by the obligors, could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. Obligors may be unable to make timely payments or the servicer may elect to, or be required to, implement forbearance programs in connection with obligors suffering a hardship. Further, labor shortages could result in staffing problems in various industries and businesses, including industries critical to the business and operations of Stellantis Financial Services and the servicing of the receivables, which could adversely affect the ability of Stellantis Financial Services and other transaction parties to perform their respective obligations under the transaction documents. All of the foregoing could affect the issuing entity’s ability to make payments on your notes.

The U.S. 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, including with respect to further increases in the level of unemployment claims, economic volatility, the rate of inflation and consumer confidence and spending and diminished availability of credit. In recent years, consumer prices in the U.S. have experienced steep

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increases. Changes in international trade policy, especially related to additional or new 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 U.S. 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 the 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 automobiles during periods of economic contraction, slowdown, volatility or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales, adversely impacting recovery values and which may result in potential losses on the receivables.

An economic downturn that is experienced for a prolonged period of time may cause an increase in delinquencies, defaults and repossessions and losses on the receivables could increase, which could result in losses on your notes. Additionally, 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.

No prediction or assurance can be made as to the effect of an economic downturn or economic growth on the rate of delinquencies, prepayments and/or losses on the receivables, and all of these factors could result in 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.

The concentration of the receivables in specific geographic areas may increase the risk of loss. As of the cut-off date, based on the billing addresses of the obligors, approximately [•]%, [•]%, [•]% and [•]% of the aggregate outstanding principal balance of the receivables in the [statistical] pool of the receivables as of the [statistical] cut-off date were located in [•], [•], [•] and [•], respectively. No other state accounts for more than 5.00% of the net pool balance in the [statistical] pool of receivables as of the cut-off date. Economic factors such as unemployment, interest rates, the price of gasoline, the rate of inflation and consumer perceptions of the economy may affect the rate of prepayments and defaults on the receivables. Further, the effect of natural disasters or extreme weather conditions, such as hurricanes, wildfires and floods, on the performance of the receivables, is unclear, but there may be a significant adverse effect on general economic conditions, consumer confidence and general market liquidity. Because of the concentration of the obligors in certain states, any adverse economic conditions, natural disasters, extreme weather conditions, periods of civil unrest or other factors affecting these states in particular may have a greater effect on the performance of the notes than if the concentration did not exist.

A deterioration in economic conditions regardless of reason, including a general curtailment of business activity, the imposition of tariffs, rising interest rates and unemployment, natural or manmade disasters, extreme weather conditions, local or regional effects of public health concerns (including pandemics) or civil unrest in the states where obligors reside could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently affect the delinquency, loss and repossession experience of the issuing entity with respect to the receivables. See “ —Recent and future economic developments may adversely affect the performance of the receivables, which could result in losses on your notes.” As a result, you may experience payment delays or losses on your notes. 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. No prediction can be made and no assurance can be given as to the effect of any economic growth or economic decline on the rate of delinquencies, prepayments and/or losses on the receivables. See “—Risks Relating to the Notes—Returns on your notes may be reduced by prepayments on the receivables, events of default, optional redemption of the notes or repurchases of receivables from the issuing entity” below.

Additionally, during periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase. These periods may also be accompanied by decreased consumer demand for SUVs or other vehicles and declining values of automobiles securing outstanding automobile loan contracts, which weakens collateral coverage and increases the amount of a loss in the event of default by an obligor. Significant increases in

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the inventory of used automobiles, especially during periods of economic slowdown or recession, may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales, which may delay and reduce the amount of recoveries and increase net losses. All of these factors could result in losses on your notes.

The return on your notes could be reduced by shortfalls due to extreme weather conditions, natural disasters and public health concerns.

Extreme weather conditions, natural disasters and public health concerns could cause substantial business disruptions, economic losses, unemployment and/or an economic downturn. As a result, the related obligors’ ability to make payments on the receivables could be adversely affected. The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments.

RISKS RELATING TO THE RECEIVABLES, THE OBLIGORS AND THE RELATED FINANCED VEHICLES

Credit scores and historical loss experience may not accurately predict the likelihood of losses on the receivables.

Information regarding credit scores for the obligors obtained at the time of acquisition from the originating dealer of their contracts is presented in “The Receivables Pool” in this prospectus. A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. Neither the depositor, the sponsor nor any other party makes any representations or warranties as to any obligor’s current credit score or the actual performance of any motor vehicle receivable or that a particular credit score should be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms.

Additionally, historical loss and delinquency information set forth in this prospectus under “The Receivables Pool—Delinquency Experience [and Credit Loss Experience]” 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. The sponsor may experience variability (including increases) in delinquencies and repossessions on its motor vehicle retail installment sale contract portfolio, including as a result of the U.S. economy, global financial markets and the business or operations of the originator 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 credit losses on defaulted receivables. The recoveries obtained by the servicer in the past and presented under “The Receivables Pool—Delinquency Experience [and Credit Loss Experience]” in this prospectus may not reflect the prices of used vehicles at which the servicer is able to sell repossessed vehicles related to the receivables in the receivables pool. Delinquencies and losses with respect to receivables generally have trended higher during periods of economic uncertainty, and these negative trends may continue. Therefore, there can be no assurance that the future delinquency or net loss experience calculated and presented in this prospectus with respect to Stellantis Financial Services’ managed portfolio of contracts will reflect actual experience with respect to the receivables in the receivables pool.

The rate of depreciation of certain financed vehicles could exceed the amortization of the outstanding principal balance of the related receivables, which may result in losses.

There can be no assurance at any time that the value of any financed vehicle will be greater than the outstanding principal balance of the related receivable. For example, new vehicles normally experience an immediate decline in value after purchase because they are no longer considered new. As a result, it is highly likely that the principal balance of a receivable will exceed the value of the related financed vehicle during the early years of a receivable’s term. The lack of significant equity in a vehicle may make it more likely that an obligor will default in their payment obligations if their personal financial conditions change. Defaults during these earlier years are 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 the related 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

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remaining principal balance of the receivable. Additionally, 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. Similarly, receivables with a higher loan-to-value ratio tend to have a higher severity of loss. Furthermore, specific 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.

Declines in the value of used vehicles may result in losses on the notes.

The pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer tastes, economic factors and conditions, fuel costs, legislation relating to emissions and fuel efficiency, manufacturer decisions on the introduction and pricing of new vehicle models, the volume of vehicles whose lease terms are expiring and other factors, including the impact of vehicle recalls or the discontinuation of vehicle models or brands. Decisions by a manufacturer with respect to new vehicle production, pricing and incentives may reduce used vehicle prices, particularly those for the same or similar models. If programs are implemented by the U.S. government to stimulate the sale of new vehicles, this may have the effect of further reducing the values of used vehicles, resulting in increased 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. The imposition of increased tariffs on imported vehicles may also affect the pricing and availability of both new and used vehicles. An increase in 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 from repossessions of financed vehicles which could result in losses on your notes. Additionally, constraints in production and supply chain factors, including a shortage of key components for the production of new vehicles, may have an adverse effect on the supply and demand of both new and used vehicles. Increased vehicle inventories may result from new vehicle supply returning and increased repossessions, which could adversely affect resale values. Economic factors will influence the affordability of used vehicles. Obligor behavior may also be influenced by working from home arrangements, including the risk that working from home reduces the demand for new or used vehicles. All of these factors could have a negative impact on the resale value of a vehicle.

In any of the foregoing cases, the delinquency and net loss figures shown in the tables appearing under “The Receivables Pool” in this prospectus might be a less reliable indicator of the rates of delinquencies, repossessions and losses that could occur on the receivables than would otherwise be the case.

You must rely for repayment only upon the issuing entity’s assets, so you may experience a loss if defaults on the receivables and related losses exceed the available credit enhancement.

Your notes are secured solely by the assets of the issuing entity. The issuing entity does not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the receivables together with credit enhancement and available funds in certain accounts. The notes represent obligations solely of the issuing entity and will not be insured or guaranteed by any entity or by the U.S. or any governmental entity. Your notes will not represent an interest in, or obligation of, Stellantis Financial Services, the depositor or any other person. Stellantis Financial Services may have a limited obligation to repurchase some receivables under certain circumstances as described in this prospectus. Accordingly, distributions on the notes will depend solely on the amount of and timing of payments and other collections on the receivables and, to the extent available, any credit enhancement for the notes specified in this prospectus, including amounts on deposit in the reserve account [and the risk retention reserve account] [and the yield supplement account]. Funds on deposit in the reserve account will cover shortfalls due to delinquencies and losses on the receivables up to some level. However, 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. You will have no claim to any amounts properly distributed to the depositor or others from time to time.

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

The receivables pool includes receivables that have contract rates that are lower 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.

Inadequate insurance on financed vehicles may cause losses on your investment.

Each retail installment sale contract requires the obligor to obtain and maintain physical damage insurance on the financed vehicle with Stellantis Financial Services named as the loss payee. The obligors select their own insurers to provide the required coverage, so the specific terms and conditions of their insurance policies vary.

[Although Stellantis Financial Services typically assures that the obligor’s insurance requirement is satisfied at the inception of a contract,] Stellantis Financial Services is not obligated to monitor whether an obligor continues to satisfy its insurance requirement after the contract is acquired by Stellantis Financial Services. In the event insurance coverage is not maintained by obligors, then insurance recoveries may not be available in the event of losses or damages to financed vehicles included in the pool, and you could suffer a loss on your investment.

Vehicle recalls may have an adverse effect on the receivables and your notes.

From time to time, automobile manufacturers or their suppliers may discover an element in a vehicle which might possibly affect the safety or other features of the vehicle, including compliance with applicable safety or emissions standards. In such cases the manufacturer in consultation with the National Highway Traffic Safety Administration may recall the affected vehicles for repair or other necessary service. In certain cases, such a recall may give rise to the obligor having the right to rescind or terminate its contract or an obligation of the related vehicle manufacturer to repurchase the related recalled vehicle. In addition, recalls or other service campaigns could cause a temporary suspension of sales of the affected vehicles until completion of any necessary repairs, which may cause a delay of the timing of the sales of returned or repossessed vehicles in the used car markets. Recalls or other service campaigns, including as a result of the failure of a particular model to comply with applicable safety or emissions standards, may also cause a decrease in demand for the affected vehicles in the used vehicle market, which may cause a decline in values of those vehicles. Declines in values of used vehicles could cause an increase in credit losses. If any of these events materially affect collections on the receivables securing your notes, you may experience delays in payments or principal losses on your notes if the available credit enhancement has been exhausted.

Climate related events and climate change risks may cause losses 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) and the ongoing efforts to mitigate its impact, including through climate change-related legislation and regulation, may have a negative effect on the issuing entity.

Significant physical effects of climate change, such as extreme weather and natural disasters, may affect the obligors of the receivables. For example, obligors living in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on their receivables. The auto dealerships and physical auctions that facilitate the disposition of the financed vehicles after repossession are also subject to disruption as a result of extreme weather and natural disasters, which could result in an inability to sell repossessed vehicles or a temporary or permanent decline in the market value of those vehicles. In addition, extreme weather and natural disasters may have industry- or economy-wide effects due to the interdependence of market actors. If such extreme weather or a natural disaster were to occur in a geographic region in which a large number of obligors are located, these risks would be exacerbated. See “ —Risks Relating to Economic Conditions and Other Factors—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.”

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Changes to 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) could have an adverse 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.

Any of those effects or their confluence could adversely affect the performance of the receivables or the market value of the vehicles securing the receivables, which could result in losses or affect the timing of payments on your notes.

RISKS RELATING TO THE TRANSACTION PARTIES

Adverse legal or regulatory developments with respect to Stellantis Financial Services or its affiliates could have an adverse effect on your notes.

The sponsor and its affiliates (including Stellantis N.V., the sponsor’s ultimate parent) are party to, or are periodically involved in, reviews, investigations, examinations and proceedings (both formal and informal), and information-gathering requests, by government and self-regulatory agencies, including the Bureau of Consumer Financial Protection, known as the Consumer Financial Protection Bureau (the “CFPB”), the Department of Justice, the SEC, and various state authorities. Examinations can include various focal points, such as fair lending, servicing of accounts, and evaluations of compliance management systems. The findings of these examinations may result in the repurchase of receivables. See “ —Risks Relating to Regulatory Developments—Federal and state financial 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.”

Stellantis is party to other legal actions and investigations in and outside the U.S., and further regulatory proceedings, environmental, consumer, product-related and investor claims could be raised against Stellantis in the future in various jurisdictions worldwide. These proceedings and actions and the publicity surrounding them could have an adverse effect on your notes, even in circumstances where neither we nor the sponsor is a party to or otherwise involved in the proceedings or other actions. For example, regulatory and legal actions against Stellantis, the sponsor or other affiliates of the sponsor related to the manufacture and sale of affected vehicles may result in reputational damage to Stellantis, as well as to its automobile brands. The pricing of used vehicles is affected by the supply and demand for those vehicles. Any reviews, investigations, examinations and proceedings (whether formal or informal) and/or information-gathering requests that the sponsor or any of its subsidiaries or affiliates are involved in, or may become involved in, may result in adverse consequences to the sponsor including, without limitation, adverse judgments, settlements, fines, penalties, injunctions, or other actions and may affect the ability of the sponsor or any of its subsidiaries or affiliates to perform its duties under the transaction documents.

Adverse events with respect to Stellantis Financial Services or its affiliates or third party providers to whom Stellantis Financial Services outsources its activities could affect the timing of payments on your notes or have other adverse effects on your notes.

Adverse events with respect to Stellantis Financial Services or any of its affiliates or a third party provider to whom Stellantis Financial Services outsources its activities could result in servicing disruptions or reduce the market value of your notes. For example, servicing disruptions could result from unanticipated events beyond Stellantis Financial Services’ control, such as natural disasters, terrorist events, civil unrest, political instability, labor strikes, cyber-attacks, public health emergencies (such as epidemics and pandemics), the imposition of tariffs, economic disruptions and staffing issues related to labor shortages, particularly to the extent such events affected Stellantis Financial Services’ business or operations. In addition, in the event of a termination and replacement of Stellantis Financial Services as the servicer, there may be some disruption of the collection activity with respect to delinquent loans and therefore delinquencies and credit losses could increase. Similarly, if Stellantis Financial Services becomes unable to repurchase any receivables which do not comply with representations and warranties about the receivables made by Stellantis Financial Services in the purchase agreement (for example, representations relating to the compliance of the receivables with applicable laws), then investors could suffer losses.

In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. For

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example, Stellantis Financial Services is an indirect wholly-owned subsidiary of Stellantis N.V. Although Stellantis N.V. is not guaranteeing the obligations of the issuing entity, if Stellantis N.V.’s manufacturing subsidiaries ceased to manufacture vehicles or support the sale of vehicles or if Stellantis N.V. or its manufacturing subsidiaries faced financial or operational difficulties or issued recall notices with respect to vehicles it manufactured, such events may reduce the market value of the notes and/or reduce the market value of such vehicles, and ultimately the amount realized on any such vehicle repossessed following an obligor’s default under the related receivable.

Further, Stellantis Financial Services relies upon its ability to raise capital and access various credit facilities to fund its operations. If Stellantis Financial Services’ access to funding is reduced or if its costs to obtain such funding significantly increases, its business, financial condition and results of operations could be materially and adversely affected which could adversely affect its ability to perform its obligations under the transaction documents.

Additionally, the ability of the servicer to perform its obligations under the transaction documents will depend, in part, on the ability of Stellantis Financial Services to store, retrieve, process and manage substantial amounts of information. If Stellantis Financial Services experiences any interruptions or losses in its information systems or any third party information systems or its information processing capabilities 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, it 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, and you may experience losses on your notes or delays in payments on your notes.

From time to time, Stellantis Financial Services may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with any system updates, Stellantis Financial Services may experience disruptions in servicing activities caused by, among other things, system failures, human errors, periods of system down-time and periods devoted to user training. These and other implementation related difficulties may contribute to payment delays, higher delinquencies, servicing inefficiencies, data processing issues and manual intervention to supplement or correct systems issues. It is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced, and there can also be no assurance that any such disruptions in servicing activities will not adversely affect Stellantis Financial Services’ ability to service the receivables, which could have an adverse effect on your notes.

Further, many companies (including Stellantis Financial Services) 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. Stellantis Financial Services may incur significant costs in attempting to protect against such attacks or remediate any vulnerability or resulting breach. If Stellantis Financial Services fails to effectively manage cybersecurity 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 its ability to service the receivables, which could result in losses on your notes.

The servicer’s commingling of funds with its own funds could result in a loss.

Subject to the satisfaction of certain conditions, Stellantis Financial Services, as the servicer, may be able to commingle funds relating to a transaction such as collections from the loans and proceeds from the disposition of any repossessed financed vehicles with its own funds during each collection period and may make a single deposit to the collection account on each payment date. Commingled funds may be used or invested by the servicer at its own risk and for its own benefit. If the servicer were unable to remit those funds or the servicer were to become a debtor under any insolvency laws, delays or reductions in distributions to you may occur.

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.

The servicer is obligated to service the receivables in accordance with its customary practices. The servicer has discretion in servicing the receivables including the ability to grant payment extensions and to determine the timing

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and method of collection and liquidation procedures. In addition, the servicer’s customary practices may change from time to time and those changes could reduce collections on the receivables. Although the servicer’s customary practices at any time will apply to all receivables serviced by the servicer, without regard to whether a receivable has been sold to the issuing entity, the servicer is not obligated to maximize collections from receivables. Consequently, the manner in which the servicer exercises its servicing discretion or changes its customary 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.

The servicer, in its own discretion, may permit an extension on, or a deferral of, scheduled 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. Payment extensions, other modifications to the receivables or delays in initiating repossession activity may extend the maturity of the receivable, increase the weighted average life of any class of notes and reduce the yield on your notes. See “Description of the Transaction Documents—Representations and Warranties; Remedies” and “The Servicer— Extensions” in this prospectus.

RISKS RELATING TO CERTAIN LEGAL ASPECTS

The issuing entity’s interest in the receivables could be defeated because the contracts will not be delivered to the issuing entity.

The servicer, as custodian of the receivables, will maintain possession of the original contracts for each of the receivables and the original contracts will not be segregated or marked as belonging to the issuing entity. If the servicer sells or pledges and delivers the original contracts for the receivables to another party, in violation of its contractual obligations, this party could acquire an interest in the receivable having a priority over the issuing entity’s interest.

In addition, another person could acquire an interest in a receivable that is superior to the issuing entity’s interest in the receivable if the receivable is evidenced by an electronic contract and the originator loses, or never obtains, control over the authoritative copy of the contract and another party purchases the receivable evidenced by the contract without knowledge of the issuing entity’s interest. If the originator loses, or never obtains, control over the contract through fraud, forgery, negligence or error, or as a result of a computer virus or a hacker’s actions or otherwise, a person other than the issuing entity may be able to modify or duplicate the authoritative copy of the contract.

As a result of any of the above events, the issuing entity may not have a perfected security interest in the receivables which may, in turn, affect the issuing entity’s ability to repossess and sell the underlying financed vehicles. Therefore, you may be subject to delays in payment and may incur losses on your investment in the notes.

Furthermore, if the originator, as custodian of the receivables, becomes the subject of a bankruptcy 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 payments to you or an acceleration of the repayment of the notes.

Interests of other persons in the receivables and financed vehicles could be superior to the issuing entity’s interest, which may result in reduced payments on your notes.

The issuing entity 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. Neither the servicer nor the originator will have any obligation to purchase or repurchase, respectively, a receivable if these liens result in the loss of the priority of the security interest in the financed vehicle after the cut-off date. Generally, no action will be taken to perfect the rights of the issuing entity in proceeds of any insurance policies covering individual financed vehicles or obligors. Therefore, the rights of a third party with an interest in the proceeds could prevail against the rights of the issuing entity prior to the time the proceeds are deposited by the servicer into an account controlled by

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the indenture trustee. See “Material Legal Aspects of the Receivables—Security Interests in the Financed Vehicles” in this prospectus.

The issuing entity’s security interest in the financed vehicles will not be noted on the certificates of title, which may cause losses on your notes.

Upon the origination of a receivable, the originator or its predecessor in interest or affiliate, as applicable, takes a security interest in the financed vehicle by placing a lien on the title to the financed vehicle. In connection with each sale of receivables to the depositor, the originator will assign its security interests in the financed vehicles to the depositor, who will further assign them to the issuing entity. Finally, the issuing entity will pledge its interest in the financed vehicles as collateral for the notes. The lien certificates or certificates of title relating to the financed vehicles will not be amended or reissued to identify the issuing entity as the new secured party. In the absence of an amendment or reissuance, the issuing entity may not have a perfected security interest in the financed vehicles securing the receivables in some states.

The originator may be obligated to repurchase any receivable sold to the issuing entity which did not have a perfected security interest in the name of the originator or an affiliate, as applicable, in the financed vehicle, and the servicer may be obligated to purchase any receivable as to which it fails to maintain a perfected security interest in the financed vehicle securing the receivable. All of these purchases and repurchases are limited to breaches that materially and adversely affect the interests of the noteholders in the receivable and are subject to the expiration of a cure period. If the issuing entity 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. If the issuing entity attempts to repossess the related financed vehicle, it might not be able to realize any liquidation proceeds on the financed vehicle and, as a result, you may suffer a loss on your investment in the notes.

A depositor or sponsor bankruptcy could delay or limit payments to you.

Following a bankruptcy or insolvency of the sponsor or the depositor, a court could conclude that the receivables are owned by the sponsor or the depositor, instead of the issuing entity. This conclusion could be either because the transfer of the receivables from Stellantis Financial Services to the depositor or from the depositor to the issuing entity was not a true sale or because the court concluded that the depositor or the issuing entity should be treated as the same entity as the sponsor or the depositor for bankruptcy purposes. Stellantis Financial Services will not treat the sale of receivables to the depositor as a sale for financial statement reporting purposes, and this fact could make a court more likely to reach that conclusion than if such sale were treated as a sale by Stellantis Financial Services for financial statement reporting 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:

For a discussion of how a bankruptcy proceeding of the sponsor or the depositor may affect the issuing entity and the notes, you should refer to “Material Legal Aspects of the Receivables—Certain Matters Relating to Bankruptcy and Insolvency” in this prospectus.

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RISKS RELATING TO REGULATORY DEVELOPMENTS

Federal and state financial 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.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted. Although the Dodd-Frank Act itself took effect on July 22, 2010, many of its provisions had delayed implementation dates or required implementing regulations to be issued. Some of these implementing regulations still have not been issued in final form. The Dodd-Frank Act is extensive and significant legislation that, among other things:

The CFPB has supervisory, examination and enforcement authority over certain non-depository institutions, including those entities that are larger participants of a market for consumer financial products or services as defined by the rule. Stellantis Financial Services is subject to the CFPB’s supervision with respect to Stellantis Financial Services’ compliance with applicable consumer protection laws. On August 7, 2025, the CFPB issued an advance notice of proposed rulemaking seeking information to assist in its consideration of whether to propose a rule to amend the test defining larger participants in the automobile financing markets. Comments were due by September 22, 2025. 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 (including the director of the CFPB), 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 of personnel are occurring across federal agencies. 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. 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.

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

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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 the settlement 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 these outcomes, 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.

In February 2022, the CFPB 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 the 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 the 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 sale 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 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 servicers in the future.

In October 2020, the CFPB issued a final rule governing the activities of third-party debt collectors, which was effective November 29, 2021. While the final rule did not address first-party debt collectors, the CFPB has previously indicated that it would address this activity in a later rule. It is unclear what effect, if any, this final rule or subsequent changes would have on the receivables or the servicer’s customary servicing practices and other servicing activities relating to the receivables in ways that could reduce the associated recoveries.

The Federal Trade Commission (“FTC”), state attorneys general and the CFPB have announced various enforcement actions against lenders beginning in 2012 involving significant penalties, cease and desist orders, and similar remedies that, if applicable to auto finance providers and to products, services and operations of the nature offered by the originators, may require such entity to cease or alter certain business practices, which could have a material effect on its financial condition and results of operations. In particular, state regulators, the FTC and state attorneys general have over the past few years increased their scrutiny of motor vehicle dealers and auto 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 guaranteed asset protection (“GAP”) and extended warranties and refunds associated with these ancillary products. In addition, California has enacted a law governing the sale, offering or administration of GAP in connection with retail installments contracts. Furthermore, in July 2023, the New York Department of Financial Services issued a letter to regulated auto lenders and servicers reminding them to credit certain rebates to consumers for ancillary products when automobiles are repossessed or declared a total loss. 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

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and vacated the final rule. At this stage, it is unknown whether the FTC will reissue the rule, particularly in light of changes in leadership at the agency.

The Dodd-Frank Act also increased the regulation of the securitization markets. For example, it gives broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.

Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC, CFPB or other government entities, as applicable, may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as Stellantis Financial Services. In particular, no assurance can be given that these new requirements imposed, or to be imposed after implementing regulations are issued, by the Dodd-Frank Act will not have a significant impact on the servicing of the receivables, and on the regulation and supervision of the servicer, the sponsor, the administrator, the depositor, the issuing entity and/or their respective affiliates.

In addition, no assurances can be given that the framework for the liquidation of “covered financial companies” or their “covered subsidiaries” would not apply to Stellantis Financial Services or its affiliates, including the issuing entity and the depositor, or, if it were to apply, would not 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 described in “Material Legal Aspects of the Receivables—Certain Matters Relating to Bankruptcy and Insolvency—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.

Failure to comply with consumer protection laws could result in a loss.

Federal and state consumer protection laws impose requirements on retail installment sale 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 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, liable to the obligor for any violation by the lender. Under certain circumstances, the liability of the issuing entity to the obligor for violations of applicable federal and state consumer protection laws may be limited by the applicable law. In some cases, this liability could affect an assignee’s ability to enforce its rights related to secured loans such as the receivables. The failure by Stellantis Financial Services to comply with applicable law may give rise to liabilities on the part of the issuing entity.

The originator will represent and warrant that each receivable complies with applicable law in all material respects as of the cut-off date. If that representation and warranty relating to any receivable proves incorrect, materially and adversely affects the interests of the issuing entity or the noteholders and is not timely cured, Stellantis Financial Services will be required to repurchase the noncompliant receivable from the issuing entity. To the extent that the originator fails to make such a repurchase, or to the extent that a court holds the issuing entity 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. If sufficient funds are not available to make both payments to obligors and on your notes, you may suffer a loss on your investment in the notes.

For a discussion of federal and state consumer protection laws which may affect the receivables, you should refer to “Material Legal Aspects of the Receivables—Consumer Protection Law” in this prospectus.

Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter the timing and amount of collections, which may result in acceleration of or reduction in payment on your notes.

If an obligor sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the obligor’s obligations to repay amounts due on its receivable. As a result, that receivable would be written off as uncollectible. You could suffer a loss if no funds are available from credit enhancement or

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other sources and finance charge amounts allocated to the notes are insufficient to cover the applicable default amount.

The return on your notes could be reduced by shortfalls due to application of the Servicemembers Civil Relief Act.

The Servicemembers Civil Relief Act, as amended (the “Relief Act”) and similar state legislation 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, including reservists or national guard members. This legislation could adversely affect the ability of the servicer to collect full amounts of interest on a receivable as well as to foreclose on an affected receivable during and, in certain circumstances, after the obligor’s period of active military duty. This legislation may thus result in delays in payments and losses to the noteholders. See “Material Legal Aspects of the Receivables—Servicemembers Civil Relief Act” in this prospectus.

RISKS RELATING TO THE NOTES

Extensions and deferrals of payments on receivables could increase the average life of the notes.

In some circumstances, the servicer may permit an extension on payments due on receivables on a case-by-case basis. In addition, the servicer may from time to time offer obligors an opportunity to defer payments. Any of these extensions or deferrals may extend the maturity of the receivables and increase the weighted average life of the notes. However, the servicer will be required to purchase a receivable from the issuing entity if it extends the term of the receivable beyond the last day of the collection period prior to the final scheduled payment date for the latest maturing class of notes.

Prepayments on contracts may affect the average life of the notes.

If an obligor on a simple interest contract makes a payment on the contract ahead of schedule, the weighted average life of the notes could be affected. This is because the additional scheduled payments will be treated as a principal prepayment and applied to reduce the principal balance of the related contract and the obligor will generally not be required to make any scheduled payments during the period for which it has paid ahead. During this prepayment period, interest will continue to accrue on the principal balance of the contract, as reduced by the application of the additional scheduled payments, but the obligor’s contract would not be considered delinquent. While the servicer may elect to make interest advances during this period, no principal advances will be made. In addition, if any advances are not recovered from an obligor or the liquidation proceeds, they will be paid to the servicer from collections on the contracts and reduce amounts payable to the notes. Furthermore, when the obligor resumes the required payments, the payments so paid may be insufficient to cover the interest that has accrued since the last payment by the obligor. This situation will continue until the regularly scheduled payments are once again sufficient to cover all accrued interest and to reduce the principal balance of the contract.

The payment by the issuing entity of the prepaid principal amount on the notes will generally shorten the weighted average life of the notes. However, depending on the length of time during which a prepaid contract is not amortizing as described above, the weighted average life of the notes may be extended.

Returns on your notes may be reduced by prepayments on the receivables, events of default, optional redemption of the notes or repurchases of receivables from the issuing entity.

You may receive payments on your notes earlier than you expected for the reasons set forth below. You may not be able to invest the amounts paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes.

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Additionally, if the originator or the servicer is required to repurchase receivables from the issuing entity because of a breach of a representation, warranty or covenant, as applicable, payment of principal on the notes will be accelerated.

The originator, the servicer and the depositor have limited obligations to the issuing entity and will not make payments on the notes.

The originator, the servicer, the depositor and their affiliates are not obligated to make any payments to you or on your notes. The originator, the servicer, the depositor and their affiliates do not guarantee payments on the receivables or your notes. However, the originator and the depositor make representations and warranties about certain characteristics of the receivables. The depositor and Stellantis Financial Services will represent that each receivable is secured by a financed vehicle and that each receivable has been originated or acquired by Stellantis Financial Services. The depositor and Stellantis Financial Services will make warranties with respect to the perfection and priority of the security interests in the financed vehicles other than any statutory liens arising on or after the closing date which may have priority even over perfected security interests in the financed vehicles. If a representation or warranty made by the originator with respect to a receivable is untrue, then the originator may be required to repurchase that receivable. In addition, in some circumstances, the servicer may be required to purchase receivables if certain covenants made by the servicer with respect to the receivables are breached.

While Stellantis Financial Services and the servicer are obligated to repurchase any receivable if there is a breach of any of their respective representations and warranties regarding the eligibility of such receivable or a breach of certain covenants, as applicable (and if such breach is not cured and materially and adversely affects the interest of the issuing entity or the noteholders), there can be no assurance that any entity will financially be in a position to fund its repurchase obligation. In particular, the depositor has limited assets and is likely not to have sufficient resources to repurchase a receivable if Stellantis Financial Services fails to repurchase such receivable from the depositor. If the originator or servicer fails to repurchase that receivable, you might experience delays and/or reductions in payments on your notes. See “Description of the Transaction Documents—Representations and Warranties; Remedies” in this prospectus.

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Retention of any notes by the depositor or an affiliate of the depositor could adversely affect the market value of your notes and/or limit your ability to resell your notes.

The depositor, or an affiliate of the depositor, initially may retain all or a portion of one or more other classes of notes on the closing date. As a result, the market for such a retained class of notes may be less liquid than would otherwise be the case and, if any retained notes are subsequently sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Additionally, if any retained notes are subsequently sold in the secondary market, the voting power of the noteholders of the outstanding notes may be diluted.

[If you own Class B notes or Class C notes you are subject to greater credit risk because the Class B notes are subordinate to the Class A notes and the Class C notes are subordinate to the Class A notes and the Class B notes, and failure to pay interest on the subordinated classes of notes is not an event of default.

The Class B notes and the Class C notes bear greater risk than the Class A notes because payments of interest and principal on the Class B notes are subordinate, to the extent described in this prospectus under “The Notes—Payments of Interest,” to payments of interest and principal on the Class A notes, and payments of interest and principal on the Class C notes are subordinate, to the extent described below, to the payments of interest and principal on the Class A notes and the Class B notes.

Principal payments on the Class B notes will be fully subordinated to principal payments on the Class A notes, and no principal will be paid to the Class B notes until the Class A notes have been paid in full. Principal payments on the Class C notes will be fully subordinated to principal payments on the Class A notes and Class B notes, and no principal will be paid on the Class C notes until the Class A notes and Class B notes have been paid in full. As a result, a more junior class of notes may absorb more losses than a more senior class of notes.

Additionally, 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 and the Class C 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 (which will be the class of outstanding notes with the highest alphabetical designation) 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 amount of principal required to be paid on a note prior to the applicable final scheduled payment date generally will be limited to amounts available for those purposes. 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 for the applicable notes.]

The acceleration of the notes following the occurrence of an event of default under the indenture may delay payments on the notes with a lower payment priority.

If the notes are accelerated following the occurrence of an event of default under the indenture, the issuing entity will not make any distributions of principal or interest on the Class B notes or the Class C notes until payment in full of principal and interest on the outstanding senior class(es) of notes. This may result in a delay or default in making payments on the Class B notes or the Class C notes.

In addition, if the notes are accelerated following the occurrence of an event of default under the indenture, the issuing entity will not make any distributions of principal on any class of Class A notes (other than the Class A-1 notes) until the other classes of Class A notes with a higher principal payment priority are paid in full. This may result in a delay or default in making payments on the classes of Class A notes with a lower principal payment priority.

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[Holders of the Class B notes and the Class C notes may suffer losses because they have limited control over actions of the issuing entity and conflicts between classes of notes may occur.

Because the issuing entity has pledged the issuing entity property to the indenture trustee to secure payment on the notes, the indenture trustee may, and at the direction of the required percentage of the Controlling Class will, take one or more of the actions specified in the indenture.

The rights of the Controlling Class will include the following:

If certain events of default occur under the indenture, only the holders of the Controlling Class of notes may waive that event of default, accelerate the payment dates of the notes or direct or consent to any action under the indenture. The holders of any outstanding subordinate class or classes of notes will not have any rights to direct or to consent to any action until each of the more senior class or classes of notes have been repaid in full.

In exercising any rights or remedies under the indenture, the Controlling Class may act solely in its own interests. Therefore, holders of the Class B notes or the Class C notes that are subordinated to the Controlling Class will not be able to participate in the determination of any proposed actions that are within the purview of the Controlling Class, and the Controlling Class could take actions that would adversely affect the Class B notes or the Class C notes.

The holders of the Class B notes and the Class C notes will not have the ability to take actions with regard to the above actions until the more senior class or classes of notes have been paid in full.]

Your share of possible losses may not be proportional.

Principal payments on the notes generally will be made to the noteholders 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. As a result, a more junior class of notes may absorb more losses than a more senior class of notes.

RISKS RELATING TO THE NATURE OF THE NOTES AND THE STRUCTURE OF THE TRANSACTION

Risk of loss or delay in payment may result from delays in the transfer of servicing due to the servicing fee structure.

Because the servicing fee is structured as a percentage of the net pool balance, the amount of the servicing fee payable to the servicer may be considered insufficient by potential replacement servicers if servicing is required to be transferred at a time when much of the net pool balance has been repaid. Due to the reduction in servicing fee as described in the foregoing sentence, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes.

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

If certain events of default under the indenture occur and the notes are accelerated, the indenture trustee may liquidate the assets of the issuing entity. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity 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 a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “—Risks Relating to the Notes—Returns on your notes may be reduced by prepayments on the receivables, events of default, optional redemption of the notes or repurchases of receivables from the issuing entity” in this prospectus.

Prepayments, potential losses and a change in the order of priority of principal payments may result from an event of default under the indenture.

An event of default under the indenture may result in payments on your notes being accelerated. As a result:

You may not be able 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 willing purchaser. The underwriters intend to make a secondary market for the notes by offering to buy the notes from investors that wish to sell. However, the underwriters will not be obligated to make offers to buy the notes or otherwise make a market for any class of notes, and may stop making offers at any time. Further, the underwriters and other broker-dealers may be unable, unwilling or restricted from making a market in the notes due to regulatory requirements or otherwise. There is no assurance that a market for the notes will develop, or if one does develop, that it will continue or that it will 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. In addition, because the 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.

Further, events in the domestic and global financial markets (including rising inflation 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, in some cases, continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government bailout programs for financial institutions, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities and the lowering of rates on certain asset-backed securities, have caused, and may again cause, a significant reduction in 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 subordinate 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.

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There have been periods in the past where there have been very few buyers of asset-backed securities, and these market conditions may occur again in the future. 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.

The ratings of the notes may be withdrawn or lowered, or the notes may receive an unsolicited rating, which may have an adverse effect on the liquidity or the market price of the notes.

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 the notes will be paid on a timely basis and that a note will be paid in full by its final scheduled payment date. Ratings do not consider to what extent the notes will be subject to prepayment or that the principal of any note will be paid prior to its final scheduled payment date, nor do the ratings consider the prices of the notes or their suitability to a particular investor. A rating agency may revise or withdraw the ratings at any time in its sole discretion, including as a result of a failure by the sponsor to comply with its obligation to post information provided to the Hired Agencies on a website that is accessible by a rating agency that is not a Hired Agency. 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 related receivables in excess of the levels contemplated by a rating agency at the time of its initial rating analysis. Neither the depositor nor the sponsor nor any of their respective affiliates will have any obligation to replace or supplement any credit support, or to take any other action to maintain any ratings of the notes.

Accordingly, there is no assurance that the ratings assigned to any note on the closing date will not be lowered or withdrawn by any rating agency at any time thereafter. 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.

It is possible that other rating agencies not hired by the sponsor may provide an unsolicited rating that differs from (or is lower than) the rating provided by the Hired Agencies. As of the date of this prospectus, the depositor was not aware of the existence of any unsolicited rating provided (or to be provided at a future time) by any rating agency not hired to rate the transaction. However, there can be no assurance that an unsolicited rating will not be issued prior to or after the closing date, and none of the sponsor, the depositor nor any underwriter is obligated to inform investors (or potential investors) in the notes if an unsolicited rating is issued after the date of this prospectus. Consequently, if you intend to purchase any notes, you should monitor whether an unsolicited rating of the notes has been issued by a non-hired rating agency and should consult with your financial and legal advisors regarding the impact of an unsolicited rating on a 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.

The unknown aggregate initial principal amount of the notes [and unknown allocation of the Class A-2-A and Class A-2-B notes] could adversely affect the market value and liquidity of your notes and/or limit your ability to resell your notes.

[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. Stellantis Financial Services 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 liquidity of that class, 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 principal amount between the Class A-2-A notes and the Class A-2-B notes will be determined no later than the day of pricing. Consequently, the allocation of the principal amount between the Class A-2-A notes and the Class A-2-B notes may result in any number of possible allocation scenarios, including a scenario in which the entire aggregate principal amount of the Class A-2 notes is allocated to the fixed rate Class A-2-A notes and none of the principal amount is allocated to the floating rate Class A-2-B notes, although the principal amount of the Class A-2-B notes may not exceed [•]% of the aggregate principal amount of the Class A-2 notes.]

[As the allocated principal amount of the floating rate Class A-2-B notes is increased (relative to the corresponding principal amount of the fixed rate Class A-2-A notes), there will be a greater amount of floating rate securities

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issued by the issuing entity, and therefore the issuing entity will have a greater exposure to increases in the floating rate payable on the floating rate notes. For more information on the risks associated with the issuance of floating rate notes, please see “—Risks relating to the issuance of a floating rate class of notes and the uncertainty regarding the SOFR rate 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 or interest rate caps and you may suffer losses on your notes if interest rates rise” below.]

[In addition, the division of the aggregate principal amount of the Class A-2 notes between the Class A-2-A notes and the Class A-2-B notes may result in the Class A-2-B notes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]

[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 Stellantis Financial Services to determine eligibility of a receivable for inclusion in the pool, (ii) for which payment in full has been received or (iii) for which Stellantis Financial Services 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 vary somewhat from the receivables in the statistical pool described in this prospectus because the actual pool will be selected from (i) receivables in the statistical pool, (ii) receivables originated after the statistical cut-off date and/or (iii) receivables originated prior to the statistical cut-off date but that were not included in the statistical pool, which, in each case, satisfy the eligibility criteria 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.]

Potential rating agency conflict of interest and regulatory scrutiny.

The Hired Agencies have been hired by the sponsor to provide their ratings on the notes. We note that a rating agency may have a conflict of interest where, as is the case with the ratings of the notes by the Hired Agencies, the sponsor or the issuer of a security pays the fee charged by the rating agency for its rating services. Furthermore, rating agencies, including the Hired Agencies, have been and may continue to be under scrutiny by federal and state legislative and regulatory bodies for their roles in the financial crisis and such scrutiny and any actions such legislative and regulatory bodies may take as a result thereof may also have an adverse effect on the market value of the notes and your ability to resell your notes.

Because the notes are in book-entry form, your rights can only be exercised indirectly.

Because the notes will initially be issued in book-entry form, you will be required to hold your interest in your notes through The Depository Trust Company or Clearstream Banking, société anonyme (“Clearstream”). Transfers of interests in the notes within The Depository Trust Company or Clearstream must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption “The Notes—Definitive Notes” in this prospectus. Unless and

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until the notes cease to be held in book-entry form, the transaction parties will not recognize you as a holder of the notes.

As a result, you will only be able to exercise the rights as a noteholder indirectly through DTC (if in the U.S.) and its participating organizations or Clearstream and its participating organizations. Holding the notes in book-entry form could also limit your ability to pledge or transfer your notes to persons or entities that do not participate in The Depository Trust Company or Clearstream. In addition, having the notes in book-entry form may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes.

Interest on and principal of the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of those notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.

The notes may not be a suitable investment for you.

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 notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risks, the tax consequences of an investment in the notes and the interaction of these factors.

RISKS RELATING TO TAX TREATMENT

There is a risk of a taxable deemed exchange of the notes if the transaction documents are amended.

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 U.S. federal income tax purposes. This could result in gain or loss recognition for noteholders, and could potentially result in original issue discount with respect to the notes following such modification.

One or more classes of notes may be issued with original issue discount for federal tax purposes.

One or more classes of notes may be issued with original issue discount (“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. In addition, if the issuing entity was to become subject to a bankruptcy, holders of any note issued with OID may receive a lesser amount for their claim than they would have been entitled to receive under the indenture. Any such claim by the holder of such note may be limited to an amount equal to the sum of (i) the original issue price for such note and (ii) that portion of the OID that does not constitute “unmatured interest” for purposes of the Bankruptcy Code. As such, any OID that was not amortized as of the date of such bankruptcy filing may constitute unmatured interest that is not available for payment to the holder of such note. Additionally, it is unclear whether the rules of Section 1272(a)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) would apply to notes that were issued with OID, and it is possible that the issuing entity may use these rules in constructing an OID schedule. See “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Tax Considerations for U.S. Holders of the Notes—Treatment of Interest and Original Discount.”

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

As discussed under “Material U.S. Federal Income Tax Consequences” in this prospectus, the U.S. federal income tax treatment of the notes to a beneficial owner that is a Foreign Person turns on a number of facts, including

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whether interest on the notes paid to or accrued by the Foreign Person is effectively connected with the conduct of a trade or business within the United States by the Foreign Person. The determination of whether a Foreign 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 Foreign Person, which are necessarily unique to that Foreign 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 Foreign Person through agents and other third parties could be attributed to the Foreign Person in determining whether the Foreign 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.

If the certificate is sold in the future, violation of prohibitions on transfer restrictions could result in withholding obligations on the issuing entity.

The certificate will be subject to acquisition and transfer restrictions that prohibit its transfer to anyone other than a U.S. person in order to minimize risks of any withholding tax obligations being imposed on the issuing entity. However, the certificate may nonetheless be transferred to non-U.S. persons in violation of these restrictions. If the depositor or any affiliates thereof sell the certificate in the future, and a certificate is owned by a non-U.S. person, although no withholding is expected, it is possible the IRS could successfully assert that the issuing entity would be required to withhold tax (including interest and penalties for any past noncompliance) in respect of income allocable for U.S. federal income tax purposes to such person (the issuing entity could be required to withhold on distributions to a transferee of an interest in its equity if the transferee fails to withhold on the amount realized by the transferor on the disposition of the interest). Such taxation could reduce the cash available to make other payments, including payments on the notes.

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

[SOFR is a relatively new reference rate and its composition and characteristics are not the same as LIBOR.

The secured overnight financing rate published for any day by the Federal Reserve Bank of New York (“FRBNY”) (or a successor administrator), as the administrator of the benchmark, on the FRBNY’s website (or such successor administrator’s website) (such rate, “SOFR”) is a relatively new interest rate index and may not become widely established in the market or could eventually be eliminated. Further, the way that SOFR, including any market accepted adjustments to SOFR, are determined may change over time.

SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and has been published by the FRBNY since April 2018. SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through The Fixed Income Clearing Corporation’s delivery-versus-payment service. The FRBNY notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. 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.

SOFR is published by the FRBNY based on data received from sources outside of the sponsor and the issuing entity’s control or direction and neither the sponsor nor the issuing entity has 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. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the holders in the Class A-2-B notes. Potential

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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.

The FRBNY began to publish SOFR in April 2018. The FRBNY has also been publishing historical indicative secured overnight financing rates going back to 2014. Potential investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. As an overnight lending rate, SOFR may be subject to higher levels of volatility relative to other interest rate benchmarks. Also, since 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. Market terms for the Class A-2-B notes, such as the spread over the SOFR Rate, 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 Class A-2-B 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 yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.

Due to the emerging and developing adoption of SOFR as an interest rate index, investors who desire to obtain financing for their Class A-2-B notes may have difficulty obtaining any credit or credit with satisfactory interest rates, which may result in lower leveraged yields and lower secondary market prices upon the sale of the Class A-2-B notes.

The use of SOFR may present additional risks that could adversely affect the value of and return on the Class A-2-B notes. In contrast to other indices, SOFR may be subject to direct influence by activities of the FRBNY, which activities may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict.

The composition and characteristics of SOFR are not the same as those of the London interbank offered rate (“LIBOR”) and other floating interest benchmark rates. SOFR is different from LIBOR as: first, SOFR is a secured rate, while LIBOR was an unsecured rate, and second, SOFR is an overnight rate, while LIBOR was a synthetic rate determined by using a methodology intended to approximate the rate that would have been calculated by reference to interbank submissions of different maturities (e.g., three months). Additionally, since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates. Although changes in [compounded SOFR][term SOFR][SOFR in arrears][Insert Other Benchmark Rate], which is used to determine the [SOFR Rate][Insert Other Benchmark Rate], generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the Class A-2-B notes may fluctuate more than floating rate debt securities that are linked to less volatile rates. As a result, there can be no expectation that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.] [Insert discussion of how [Insert Other Benchmark Rate] is different than previously utilized rates, if applicable.]

[Any failure of [SOFR][Insert Other Benchmark Rate] to gain market acceptance could adversely affect the Class A-2-B notes.

According to the Alternative Reference Rates Committee, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to LIBOR in part because it is considered a representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, it is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain wide market acceptance could adversely affect the return on and value of the Class A-2-B notes and the price at which investors can sell the Class A-2-B notes in the secondary market.

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Since 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. 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. Relatively limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest rate based upon SOFR in those precedents varies. Similarly, if SOFR does not become widely adopted for securities like the Class A-2-B notes or the specific formula for the compounded SOFR rate used in the Class A-2-B notes may not be widely adopted by other market participants, the trading prices of the Class A-2-B notes may be lower than those of securities like the Class A-2-B 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 yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.]

[A decrease in SOFR, including a negative [SOFR Rate][Insert Other Benchmark Rate] would reduce the rate of interest on the Class A-2-B notes.

The interest rate to be borne by the Class A-2-B notes is based on a spread over the [SOFR Rate][Insert Other Benchmark Rate], which is based on [compounded SOFR][term SOFR][SOFR in arrears] or, if the administrator determines prior to the relevant Reference Time that a benchmark transition event and its related benchmark replacement event have occurred, upon the applicable benchmark replacement.

Changes in SOFR or such benchmark replacement will affect the rate at which the Class A-2-B notes accrue interest and the amount of interest payments on the Class A-2-B notes. Any decrease in the [SOFR Rate][Insert Other Benchmark Rate] or such benchmark replacement will lead to a decrease in the Class A-2-B notes interest rate. To the extent that the [SOFR Rate][Insert Other Benchmark Rate] decreases below 0.00% for any interest period, the rate at which the Class A-2-B notes accrue interest for such interest period will be reduced by the amount by which the [SOFR Rate][Insert Other Benchmark Rate] is negative; provided that the interest rate on the Class A-2-B notes for any interest period will not be less than 0.00%. A negative [SOFR Rate][Insert Other Benchmark Rate] could result in the interest rate applied to the Class A-2-B notes decreasing to 0.00% for the related interest period.]

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

The receivables transferred to the issuing entity on the closing date will bear interest at a fixed rate, while the floating rate notes, if any, will bear interest at a floating rate, initially, based on the [SOFR Rate][Insert Other 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 interest rate payable on the Class A-2-B notes increases due to an increase in the [SOFR Rate][Insert Other Benchmark Rate] 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 such 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 and certificate, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments on the floating rate notes out of its generally available funds—not solely from funds that are dedicated to the floating rate notes. Therefore, an increase in interest rates would reduce the amounts available for distribution to holders of all notes, not just the holders of the floating rate notes, and a decrease in interest rates would increase the amounts available to the holders of all notes.]

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[Risks related to [Compounded] SOFR may adversely affect the liquidity, market value and yield of the Class A-2-B notes.

The FRBNY began to publish, in March 2020, compounded averages of SOFR, which are used to determine compounded SOFR. It is possible that there will be limited interest in securities products based on compounded SOFR, or in the implementations of compounded SOFR with respect to the Class A-2-B notes. As a result, you should consider whether any future reliance on compounded SOFR may adversely affect the market values and yields of the Class A-2-B notes due to potentially limited liquidity and resulting constraints on available hedging and financing alternatives.

The interest rate on the Class A-2-B notes will be based on the [SOFR Rate][Insert Other Benchmark Rate]. The SOFR Rate will be based on [compounded SOFR][term SOFR][SOFR in arrears]. The administrator may, from time to time, in its sole discretion, make conforming changes (i.e., technical, administrative or operational changes) without the consent of noteholders or any other party, which could change the methodology used to determine the [SOFR Rate][Insert Other Benchmark Rate]. The issuing entity can provide no assurance that the methodology to calculate compounded SOFR will not be adjusted as described in the prior sentence and, if so adjusted, that the resulting interest rate will yield the same or similar economic results over the term of the Class A-2-B notes relative to the results that would have occurred had the interest rates been based on compounded SOFR without such adjustment or that the market value will not decrease due to any such adjustment in methodology. The administrator will have significant discretion in making SOFR adjustment conforming changes. Holders of Class A-2-B notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

You should carefully consider the foregoing uncertainties prior to investing in the notes. In general, events related to SOFR and alternative reference rates may adversely affect the liquidity, market value and yield of your Class A-2-B notes.]

[Changes to or elimination of SOFR or the determinations made by the administrator may adversely affect the Class A-2-B notes.

The FRBNY publishes SOFR based on data received by it from sources other than the calculation agent or the sponsor, and neither the calculation agent nor the sponsor has control over its calculation methods, publication schedule, rate revision practices or availability of SOFR at any time. There can be no guarantee, particularly given its relatively recent introduction, that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Class A-2-B notes. If the manner in which SOFR is calculated, is changed, that change may result in a reduction in the amount of interest payable on the Class A-2-B notes and the trading prices of the Class A-2-B notes.

In certain circumstances, as described under “The Notes—Calculation of Floating Rate Interest—Effect of Benchmark Transition Event,” if the administrator has determined prior to the relevant Reference Time that a benchmark transition event and its related benchmark replacement date have occurred, the interest rate of the Class A-2-B notes may cease to be based upon SOFR and instead be based upon the benchmark replacement.

If the administrator determines that a benchmark transition event and its related benchmark replacement date have occurred in respect of SOFR, then the interest rate of the Class A-2-B notes will no longer be determined by reference to SOFR, but instead will be determined by reference to the benchmark replacement. The alternative rate of interest on the Class A-2-B notes will be determined in the following order: (a) based on the alternative rate of interest that has been selected or recommended by the relevant governmental body, (b) based on an ISDA Fallback Rate and (c) based on an alternative rate selected by the administrator, in each case, together with any benchmark replacement adjustment. In addition, the terms of the Class A-2-B notes expressly authorize the administrator to make benchmark replacement conforming changes. If a particular benchmark replacement or related benchmark replacement adjustment cannot, in the sole discretion of the administrator, be determined (including because such benchmark replacement or related benchmark replacement adjustment is deemed not to be administratively feasible), then the next-available benchmark replacement or related benchmark replacement adjustment will apply.

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The determination of a benchmark replacement, the calculation of the interest rate on the Class A-2-B notes by reference to a benchmark replacement (including the application of any benchmark replacement adjustment), any implementation of benchmark replacement conforming changes and any other determinations, decisions or elections that may be made under the terms of the Class A-2-B notes in connection with a benchmark transition event, could adversely affect the value of the Class A-2-B notes, the return on the Class A-2-B notes and the price at which Class A-2-B noteholders can sell such Class A-2-B notes.

Additionally, the issuing entity cannot anticipate how long it will take the calculation agent to develop the systems and processes necessary to adopt a specific benchmark replacement, which may delay and contribute to uncertainty and volatility surrounding any benchmark transition.

The administrator will have significant discretion with respect to certain elements of the related benchmark replacement process, including determining whether a benchmark transition event and its related benchmark replacement date have occurred, determining which related benchmark replacement is available, determining the earliest practicable index determination date for using the related benchmark replacement, determining related benchmark replacement adjustments (if not otherwise determined by the applicable governing bodies or authorities) and making related benchmark replacement conforming changes (including potential changes affecting the business day convention and index determination date). Holders of Class A-2-B notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations. If the administrator, in its sole discretion, determines that an alternative index is not administratively feasible, including as a result of technical, administrative or operational issues, then such alternative index will be deemed to be unable to be determined as of such date. The administrator may determine an alternative to not be administratively feasible even if such rate has been adopted by other market participants in similar products and any such determination may adversely affect the return on the Class A-2-B notes, the trading market and the value of the Class A-2-B notes.

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 deemed taxable exchange of the Class A-2-B notes and the realization of gain or loss, as well as other corollary tax consequences.

The issuing entity cannot predict if SOFR will be eliminated, or, if changes are made to SOFR, the effect of those changes. In addition, the issuing entity cannot predict what alternative index would be chosen, should this occur. If SOFR in its current form does not survive or if an alternative index is chosen, the market value and/or liquidity of the Class A-2-B notes could be adversely affected.]

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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, [the issuer Delaware 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. [A portion of the proceeds that are used to pay warehouse debt [may][will] be paid to the underwriters, [the owner trustee,] [the issuer Delaware trustee,] [the indenture trustee] and/or their respective affiliates.] Payment of any expenses incurred in connection with the selection and acquisition of the receivables will be made by the depositor or its affiliates directly, rather than out of offering proceeds.

Any remaining amounts will be added to the depositor’s general funds and may be distributed to Stellantis Financial Services, as the sole equity member of the depositor.

THE ISSUING ENTITY

The “issuing entity”, SFS Auto Receivables Securitization Trust 20[•]-[•] is a statutory trust formed on [•], 20[•] under the laws of the State of Delaware by the depositor for the purpose of owning the receivables and issuing the notes. The trust agreement will be amended and restated on the closing date. The issuing entity will be operated pursuant to the trust agreement. Stellantis Financial Services will be the “administrator” of the issuing entity. The depositor will be the initial holder of the issuing entity’s certificate.

The issuing entity will engage in only the following activities:

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The depositor or its affiliate may retain all or a portion of a class or classes of notes for its own account. Some or all of such retained notes may be resold by the depositor or its affiliate at any time on or after the closing date in one or more negotiated transactions at varying prices to be determined at the time of sale. Notes owned by the issuing entity, the depositor and their respective affiliates will be entitled to all benefits afforded to the notes except that they generally will not be deemed outstanding for the purpose of making requests, demands, authorizations, directions, notices, consents or other actions under the transaction documents.

Capitalization and Liabilities of the Issuing Entity

The following table illustrates the expected capitalization and/or liabilities of the issuing entity as of the closing date⁽¹⁾:

The following table illustrates the expected assets of the issuing entity as of the closing date:

The issuing entity will also issue a certificate, which is not offered by this prospectus, and initially will be held by the depositor. On each payment date, the holder of the certificate will be entitled to any funds remaining on that payment date after all deposits and distributions of higher priority, as described in “Description of the Transaction Documents—Priority of Payments.”

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 in “Description of the Transaction Documents—Amendment Provisions” in this prospectus.

The issuing entity’s principal offices are in [    ], in care of [    ], as owner trustee, at the address listed in “The Trustees—The Owner Trustee” below.

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For a description of the roles and responsibilities of the indenture trustee, see “Description of the Transaction Documents—The Owner Trustee[, the Issuer Delaware Trustee] and the Indenture Trustee” in this prospectus and “The Trustees—The Indenture Trustee” in this prospectus.

The Issuing Entity Property

The notes will be collateralized by the issuing entity property. The primary asset of the issuing entity will be a pool of receivables which are amounts owed by individuals under motor vehicle retail installment sale contracts with respect to new or used automobiles, minivans and sport utility vehicles originated by Stellantis Financial Services.

The property of the issuing entity (the “issuing entity property”) will consist of all the right, title and interest of the issuing entity in and to:

The issuing entity will pledge the issuing entity property to the indenture trustee under the indenture.

Material Covenants

Pursuant to the indenture, the issuing entity will covenant that it will not, among other things:

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THE TRUSTEES

The Owner Trustee

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

The owner trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the owner trustee set forth in the trust agreement. The owner trustee is not affiliated with Stellantis Financial Services or any of its affiliates. The servicer, the seller, the depositor and their affiliates may maintain normal commercial banking or investment banking relations with the owner trustee and its affiliates in the ordinary course of business. The owner trustee will be paid a fee for its services as described under “Description of the Transaction Documents—Fees and Expenses” 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 “Description of the Transaction Documents—Priority of Payments” and “Description of the Transaction Documents—Priority of Payments May Change Upon an Event of Default” 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.

[Insert additional disclosure, if applicable, pursuant to Item 1109 of Regulation AB.]

For a description of the roles and responsibilities of the owner trustee, see “Description of the Transaction Documents —The Owner Trustee[, the Issuer Delaware Trustee] and the Indenture Trustee” in this prospectus.

[The Issuer Delaware Trustee

[[__________] will act as “issuer Delaware trustee” under the trust agreement. [__________] is a [__________] existing under the laws of [__________] authorized to exercise trust powers. The owner trustee maintains its principal office at [__________]. [__________] has served and currently is serving as Delaware trustee for numerous Delaware statutory trusts.]

The issuer Delaware trustee has been appointed solely for the purpose of complying with the requirement of the Delaware Statutory Trust Statute that the issuing entity have one trustee, which, in the case of a natural

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person, is a resident of the State of Delaware, or which in all other cases, has its principal place of business in the State of Delaware. The duties and responsibilities of the issuer Delaware trustee will be limited to those duties set forth in the trust agreement, including the execution and delivery of all documents and certificates as described in the trust agreement and to form and maintain the existence of the trust under the Delaware Statutory Trust Statute. Except for the purpose of the foregoing sentence, the issuer Delaware trustee will have no management responsibilities or owe any fiduciary duties to the issuing entity, the depositor or any beneficial owner of the notes.

[Insert additional disclosure, if applicable, pursuant to Item 1109 of Regulation AB.]

For a description of the roles and responsibilities of the issuer Delaware trustee, see “Description of the Transaction Documents —The Owner Trustee[, the Issuer Delaware Trustee] and the Indenture Trustee” in this prospectus.]

The Indenture Trustee

[[__________], a [__________], is the “indenture trustee” under the indenture for the benefit of the noteholders.] You may contact the indenture trustee at its corporate trust office located at [__________], or by calling [__________].

[__________] has served and currently is serving as indenture trustee for numerous securitization transactions and programs involving pools of motor vehicle receivables.

[__________] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [__________] does not believe that the ultimate resolution of any of these proceedings is material to noteholders.

The indenture trustee’s duties are limited to those duties specifically set forth in the indenture. The depositor and its affiliates may maintain normal commercial and investment banking relations with the indenture trustee and its affiliates. The [servicer] [administrator] will be responsible for paying the indenture trustee’s fees and for indemnifying the indenture trustee against specified losses, liabilities or expenses incurred by the indenture trustee in connection with the transaction documents. To the extent these fees and indemnification amounts are not paid by the servicer, they will be payable out of Available Funds as described in “Description of the Transaction Documents—Priority of Payments” and “Description of the Transaction Documents—Priority of Payments May Change Upon an Event of Default” in this prospectus.

[Insert additional disclosure, if applicable, pursuant to Item 1109 of Regulation AB.]

[[__________] will also act as the calculation agent. The calculation agent will obtain the [SOFR Rate][Insert Other Benchmark Rate] and calculate the interest rate for the Class A-2-B notes as described under “The Notes–Calculation of Floating Rate Interest”. If the administrator has determined prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the administrator will determine an alternative Benchmark in accordance with the Benchmark Replacement provisions described under “The Notes—Calculation of Floating Rate Interest—Effect of Benchmark Transition Event”.]

For a description of the provisions governing resignation and removal of the indenture trustee, see “Description of the Transaction Documents—The Owner Trustee[, the Issuer Delaware Trustee] and the Indenture Trustee” in this prospectus. For a description of provisions governing the limitation of liability and indemnity provisions applicable to the indenture trustee, see “Description of the Transaction Documents—Indemnification of the Indenture Trustee and the Owner Trustee” in this prospectus.

For a description of the roles and responsibilities of the indenture trustee, see “The Trustees—The Indenture Trustee” and “Description of the Transaction Documents—The Owner Trustee[, the Issuer Delaware Trustee] and the Indenture Trustee” and “Description of the Transaction Documents” in this prospectus.

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THE DEPOSITOR

The “depositor”, SFS Auto Funding, LLC, a wholly owned special purpose subsidiary of Stellantis Financial Services, was formed on January 11, 2023 as a Delaware limited liability company. The principal place of business of the depositor is at 5757 Woodway Drive, Suite 400, Houston, Texas 77057. [You may also reach the depositor by telephone at [•]]. The depositor was formed to purchase, accept capital contributions of or otherwise acquire beneficial interests in portfolios of motor vehicle leases and the related leased vehicles, motor vehicle retail installment sale contracts and motor vehicle loans; to own, sell, and assign the receivables and to issue and sell one or more securities.

THE SPONSOR

Stellantis Financial Services is a wholly-owned subsidiary of Stellantis Financial Services US Corp., the holding company formed following the acquisition of F1 Holdings by FCA North America Holdings, an indirect wholly-owned subsidiary of Stellantis N.V. in November 2021. Stellantis Financial Services, formerly known as First Investors Financial Services, Inc. (“First Investors Financial Services”), was incorporated in February 1989 and changed its name on December 20, 2021 following the merger. The principal activity of Stellantis Financial Services is acting as an indirect finance subsidiary of Stellantis N.V., including purchasing retail installment sale contracts and leases from Chrysler^®, Dodge^®, Jeep^®, RAM^®, Alfa Romeo^® and FIAT^® dealers in the United States. Stellantis Financial Services offers and services a wide range of automobile-related financial products, including retail auto loan and lease financing, wholesale floor plan and other commercial financing. In addition, Stellantis Financial Services markets automobile insurance to consumers through private label partnerships with third-party insurers, focusing on consumers who have applied for retail loans or leases.

The principal place of business of Stellantis Financial Services is at 5757 Woodway Drive, Suite 400, Houston, Texas 77057. [You may also reach Stellantis Financial Services by telephone at [•].] Stellantis Financial Services will also act as the servicer.

Stellantis Financial Services, formerly known as First Investors Financial Services, securitized its first portfolio of motor vehicle loans in 2000. In total, Stellantis Financial Services has sponsored more than 40 securitizations. Its experience in and overall procedures for originating or acquiring receivables is described in “The Originator—Underwriting Procedures” in this prospectus. [No asset-backed securities securitizations sponsored by Stellantis Financial Services have experienced early amortizations, servicer termination events or events of default. Neither Stellantis Financial Services nor any issuing entity can guarantee that there will not be any early amortizations, servicer termination events or events of default in the future.]

Stellantis Financial Services has participated in the structuring of the transaction described in this prospectus [and has originated the receivables to be assigned to the issuing entity]. Stellantis Financial Services is responsible for servicing the receivables included in the receivables pool as described below. Stellantis Financial Services is also the administrator of the issuing entity.

[Insert any disclosure about adverse legal or regulatory developments, if applicable, pursuant to Item 1104 of Regulation AB.]

Credit Risk Retention

Pursuant to Regulation RR, Stellantis Financial Services, as sponsor, is required to retain an economic interest in the credit risk of the receivables, either directly or through a majority-owned affiliate. Stellantis Financial Services intends to satisfy this obligation through the retention by the depositor, its wholly-owned affiliate, of [a combination of] [an “eligible vertical interest”] [and] [an “eligible horizontal residual interest”] in an [aggregate] amount equal to at least 5% [of the aggregate fair value], as of the closing date, of all of the notes and the certificate issued by the issuing entity on the closing date. Pursuant to Regulation RR, the depositor [or any other holder] is required to retain the [“eligible vertical interest”] [or the] [“eligible horizontal residual interest”] and may not transfer (except to Stellantis Financial Services or another majority –owned affiliate of Stellantis Financial Services) such interest until the latest of two years after the closing date, the date the net pool balance is 33% or less of the net

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pool balance as of the closing date, or the date the aggregate principal amount of the notes is 33% or less of the aggregate initial principal amount of the notes. [Stellantis Financial Services, the depositor and their affiliates may not hedge or finance the [“eligible vertical interest”] [and the] [“eligible horizontal residual interest”] during this period except as permitted under applicable law. The depositor may transfer all or any portion of the [“eligible vertical interest”] [and the] [“eligible horizontal residual interest”] to Stellantis Financial Services or another majority-owned affiliate of Stellantis Financial Services on or after the closing date.]

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

[Retained vertical interest: The vertical interest retained by the depositor is structured to be an “eligible vertical interest” and will take the form of [at least [ ]% of each class of notes and the certificate issued by the issuing entity, though the depositor may retain more than [ ]% of one or more classes of notes or of the certificate] [a single vertical security, which will have an initial principal amount of $[ ] (which equals [ ]% of the aggregate principal amount of the notes and the certificate) and which will be entitled to receive [ ]% of all payments on the notes and the certificate]. The material terms of the notes are described in this prospectus under “The Notes,” and the material terms of the certificate are described in this prospectus under “The Issuing Entity—Capitalization and Liabilities of the Issuing Entity.”

By retaining the “eligible vertical interest,” the depositor will be a noteholder of [a single vertical security][[__]% of each class of notes and the certificate] and will be entitled to receive [__]% of all payments of interest and principal made on each class of notes and, if any class of notes incurs losses, will bear [__]% of those losses. [Each class of notes retained by the depositor as part of the “eligible vertical interest” will have the same terms as all other notes in that class.] Notes retained by the depositor 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”. For a description of the Notes, and thus of the “eligible vertical interest,” and the credit enhancement available for notes see “The Notes” and “Description of the Transaction Documents”.

In order to satisfy the requirement to retain an eligible vertical interest on the closing date, the depositor [or its affiliate] will retain [an amount equal to 5% of each class of notes and the certificate][a single vertical security entitling the depositor [or its affiliate] to at least 5% of the principal and interest payable on each class of notes and the certificate (not including such single vertical security).]

In accordance with Regulation RR, if the amount of the eligible vertical interest retained by the depositor 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 10-D] filed under the CIK number of the depositor.] The fair value of the retained eligible vertical interest is expected to represent at least 5% of the sum of the fair value of the notes and the certificate on the closing date.]

[Retained horizontal interest: The residual interest retained by the depositor is structured to be an “eligible horizontal residual interest” and will take the form of the issuing entity’s certificate, Stellantis Financial Services expects the certificate to have an approximate fair value, as of the closing date, of [between $[ ] and] $[ ], which is [between [ ]% and] [ ]% of the fair value, as of the closing date, of all of the notes and the certificate issued by the issuing entity on the closing date.

The certificate represents a 100% beneficial interest in the issuing entity.

The [expected] fair values or ranges of fair values of the notes and the certificate are summarized below:

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Stellantis Financial Services and the depositor will use a fair value measurement framework under generally accepted accounting principles to calculate the fair values of the notes and the certificate. [The fair value of the notes will be assumed to be equal to the initial principal amount of the notes, or par, as adjusted by any discount on the notes set forth on the cover page to this prospectus]. An internal valuation model using discounted cash flow analysis will be used to calculate fair value of the certificate.

The fair value measurement framework will consider various inputs including [(i) quoted prices for identical instruments, (ii) quoted prices for similar instruments, (iii) current economic conditions, including interest rates and yield curves, (iv) experience with similar receivables in Stellantis Financial Services’ managed retail portfolio and prior securitized pools, including prepayments, net losses and recoveries based on information for receivables similar to the receivables sold to the issuing entity on the closing date, and (v) management judgment about the assumptions market participants would use in pricing the instrument].

The fair value of each class of notes is [assumed to be] equal to the initial principal amount of that class of the notes, or par[, as adjusted by any discount on the notes set forth on the cover of this prospectus]. This reflects the expectation that the final interest rates of the notes will be consistent with the interest rate assumptions below:

[In each case, these interest rate ranges are estimated based on recent pricing of notes issued in similar securitization transactions and market-based expectations for interest rates and credit risk.]

To calculate the fair value of the certificate, Stellantis Financial Services used an internal valuation model. This model projects future interest and principal payments of the pool of receivables, the interest and principal payments on each class of notes, and any other fees and expenses payable by the issuing entity. The resulting cash flows to the certificate are discounted to their present value based on a discount rate that reflects the credit exposure to these cash flows. In completing these calculations, Stellantis Financial Services made the following assumptions:

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Stellantis Financial Services developed these inputs and assumptions by considering the following factors:

Stellantis Financial Services believes that the inputs and assumptions described above include the inputs and assumptions that could have a material impact on the fair value calculation or a prospective noteholder’s ability to evaluate the fair value calculation. The fair values of the notes and the certificate were calculated based on the assumptions described above. You should be sure you understand these assumptions when considering the fair value calculation.

The methodology described above was used to determine the expected range of fair values of the eligible horizontal residual interest retained on the closing date by the depositor. In accordance with Regulation RR, within a reasonable time after the closing date, Stellantis Financial Services will disclose the actual fair value of the eligible horizontal residual interest retained based on the final pricing information and bond structure, as well as the fair value of the eligible horizontal residual interest required to be retained under Regulation RR. In addition, to the

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extent the valuation methodology used with respect to the eligible horizontal residual interest actually retained, or any of the key inputs and assumptions used therein, differ materially from those set forth above, we will disclose those material differences. [These disclosures will be made on [Form 10-D] filed under the CIK number of the issuing entity.]

In addition, the depositor may retain some or all of one or more of the classes of notes.

As described under “Description of the Transaction Documents—Priority of Payments” and “ —Priority of Payments May Change Upon an Event of Default” below, payments to the certificateholders 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 “Description of the Transaction Documents—Priority of Payments”, any resulting shortfall will, through operation of the priority of payments, reduce amounts payable to the certificateholders 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 certificate are described in this prospectus under “The Issuing Entity—Capitalization and Liabilities of the Issuing Entity.”]

[Risk Retention Reserve Account: On or prior to the closing date, Stellantis Financial Services will cause to be established an account in the name of the indenture trustee for the benefit of the noteholders. The risk retention reserve account is structured to be an “eligible horizontal cash reserve account” and will be fully funded by a deposit of a portion of the proceeds of the sale of the offered notes on the closing date in the amount equal to $[____]. Funds on deposit in the risk retention reserve account may not be used to pay the servicing fee for as long as Stellantis Financial Services or an affiliate of Stellantis Financial Services is the servicer, and may not be used to reimburse servicer advances. For all other purposes, the risk retention reserve account may be used to make any payments that are due as described under “Description of the Transaction Documents—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. After the closing date, information regarding the risk retention reserve account, including the balance and the amount of any withdrawals therefrom or deposits thereto, will be reported on a monthly basis in the servicer’s monthly statement to noteholders. See “Description of the Transaction Documents—Statements to Noteholders.”]

[Notwithstanding the foregoing, neither Stellantis Financial Services nor any of its affiliates nor any other party undertakes or intends to retain a net economic interest in the transaction for purposes of complying with the credit risk retention requirements or other securitization-related rules of the EU, the UK, Japan or any other non-U.S. jurisdiction, or to take any other action for purposes of complying or enabling investors in the notes to comply with any such requirements.]

THE ORIGINATOR

Stellantis Financial Services is the [sole originator][originator of a majority] of receivables in this transaction (the “originator” or the “seller”). The originator provides a broad credit spectrum of captive finance company products, including retail installment sale and lease financing, as well as floorplan and other financial products to approximately 2,500 automobile dealers in the U.S., selling Chrysler^®, Dodge^®, Jeep^®, RAM^®, Alfa Romeo^®, FIAT^® and Maserati^® branded vehicles. Stellantis Financial Services also provides servicing for our retail and dealer loans and leases, and for a limited portfolio of third-party loans. In addition, Stellantis Financial Services markets automobile insurance to consumers through private label partnerships with third-party insurers, focusing on consumers who have applied for retail loans or leases.

[Insert the disclosure required by Item 1110 regarding (a) any originator or group of originators that originated, or is expected to originate, 10% or more of the pool assets and (b) any originator(s) originating less than 10% of the pool assets if the cumulative amount originated by parties other than the sponsor or its affiliates is more than 10% of the pool assets.] [Insert the disclosure required by Item 1110(b) regarding any originator or group of affiliated originators, that originated, or is expected to originate, 20% or more of the pool assets.]

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Finance Operations

Under its captive retail program, the originator purchases retail installment sale contracts related to the sale of a new or used car from the approximately 2,500 Chrysler^®, Dodge^®, Jeep^®, RAM^®, Alfa Romeo^® and FIAT^® franchised dealers in the U.S.

The originator utilizes a system of field marketing representatives to recruit, enroll and train new dealers as well as to maintain relationships with existing dealers. The representatives are full-time employees who reside in the region for which they are responsible. The role of the representatives is generally limited to marketing the originator’s financing and leasing programs and maintaining relationships with the originating dealer base. The representatives do not enter into or modify dealer agreements on behalf of the originator, do not participate in credit evaluation or loan funding decisions and do not handle funds belonging to the originator or its dealers.

Credit applications generated by the captive retail program are forwarded to the originator’s four regional credit departments with decisions made based on the originator’s standard underwriting guidelines and credit scoring models. See “ —Underwriting Procedures” below. The originator acquires essentially all of the contracts from automobile dealers under the captive retail program on a non-recourse basis. Under the contracts with the originator, the dealer makes certain representations as to the validity of the contract and compliance with certain laws, and indemnifies the originator against any claims, defenses and set-offs that may be asserted against the originator because of the assignment of the contract.

Underwriting Procedures

The originator utilizes a regional credit underwriting and contract funding structure currently located in Texas, Georgia, Arizona and Michigan. Under its captive retail program, the originator has developed various financing programs under which it purchases retail installment sales contracts arising from the sale of automobiles and light-duty trucks. These installment sales contracts vary in pricing and terms depending on the relative credit risk determined for each contract. From time to time, Stellantis will elect to provide financing incentives in the form of rate subvention payments to the originator to incentivize the originator to offer lower interest rates to consumers. These programs are offered at the sole discretion of Stellantis and may only apply to certain makes and models of vehicles manufactured by Stellantis. The cornerstones of the captive retail program are credit scoring models that have been developed by the originator specific to the credit profile of the applicant. The originator follows a systematic procedure designed to ensure that contracts purchased by the originator:

Credit applications are typically submitted by the automobile dealer to the originator electronically. These applications are imaged and retained in the originator’s archives and information is input directly into the application processing system. The system automatically generates credit bureau reports for loan decisions, imputes a credit score based on the originator’s credit scoring model and evaluates credit and application information for compliance to the originator’s underwriting guidelines. Based on this information, the originator’s loan decisioning system in conjunction with its trained credit analysts evaluate the creditworthiness of each applicant and the terms of the proposed transaction. Applications that are not automatically approved or rejected are reviewed by a Stellantis Financial Services credit analyst with appropriate approval authority. Failure to be automatically approved through auto-decisioning does not mean that an application does not meet Stellantis Financial Services’ underwriting guidelines. If the application meets the requirements for approval, the contract or loan is priced based on the originator’s empirically derived scoring model to ensure appropriate risk-based pricing. Credit decisions are electronically returned to the submitting originator and all information on the loan decision is retained.

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After any application is approved through the underwriting process, a review of loan documentation, collateral and the satisfaction of all terms and conditions of the approval is validated prior to funding. In addition, based on the underlying credit of the applicant, other risk determinants and policy guidelines, additional credit verification, including proof of employment, income and insurance and a telephonic interview or a completed questionnaire from the obligor may be required.

The originator conducts the majority of its credit underwriting and funding functions utilizing an automated application and loan origination system. Installment sales contracts that are submitted to the originator for purchase are also administered by this system which validates and discounts the contract and records pertinent information on the obligor. All loan documents submitted in connection with a proposed purchase are retained in image format by the originator, with the original installment sales contract and security documentation retained by the originator, as custodian. All credit decisions, credit exceptions and contract pricing and terms are validated systematically for compliance with the originator’s policies and procedures as well as legal and regulatory compliance.

THE SERVICER

Stellantis Financial Services will serve as the servicer (the “servicer”). The servicer, either directly or through its affiliate, First Investors Servicing Corporation, a wholly-owned subsidiary of the servicer, has performed loan servicing and collection activities on behalf of the seller, either directly or through First Investors Servicing Corporation, and its affiliates since 1998 and on behalf of third parties since 2002.

In total, as of [•], 20[•], the servicer performed servicing and collection functions on a total managed portfolio, including the retail loan and lease portfolio originated by the seller, commercial loans originated by the seller, retail loans originated or acquired by the legacy First Investors Financial Services and the portfolios serviced on behalf of third-party clients, of $[•] billion.

[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 1108 that services 20% or more of the pool assets.]

Servicing of the Receivables

So long as Stellantis Financial Services is the servicer, it will also act as custodian of the receivables and will maintain (i) possession of the tangible records constituting or forming a part of the related retail installment sale contracts and any other tangible records relating to the receivables and (ii) control over the electronic records constituting or forming a part of the retail installment sale contracts and any other electronic records relating to the receivables, in each case, as the custodian for the issuing entity and the indenture trustee. The servicer, among other things, will manage, service, administer and make collections on the receivables in accordance with its customary servicing practices, using the degree of skill and attention that the servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. The servicer is permitted to delegate some or all of its duties to its affiliates or specific duties to sub-contractors who are in the business of performing such duties, although the servicer will remain liable for the performance of any duties that it delegates to another entity. The servicer utilizes third party vendors to assist in certain servicing functions.

The servicer will have full power and authority to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable pursuant to the sale and servicing agreement. The servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the receivables as and when the same become due in accordance with its customary servicing practices.

Stellantis Financial Services has made adjustments to its customary servicing practices over time, particularly in the areas of collections timing, collections intensity, repossession timing and business processes and

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workflow. Most of these adjustments are introduced on a limited and controlled trial basis and are implemented program-wide after Stellantis Financial Services determines that those adjustments will result in an overall improvement in servicing and collections.

The servicer will, in accordance with its customary servicing practices, take such steps as are necessary and available to maintain perfection of the security interest created by each receivable in the related financed vehicle. The issuing entity will authorize the servicer to take such steps as are necessary to re-perfect such security interest on behalf of the issuing entity and the indenture trustee in the event of the relocation of a financed vehicle or for any other reason. Under the sale and servicing agreement, the servicer covenants not to release the financed vehicle securing each receivable from the security interest granted by that receivable in whole or in part, except as required by applicable law or court order or in the event of payment in full by or on behalf of the related obligor, in connection with repossession or except as may be required by an insurer in order to receive proceeds from any insurance policy covering that financed vehicle.

The servicer, in its capacity as custodian, will hold the receivable files for the benefit of the issuing entity and the indenture trustee. In performing its duties as custodian, the servicer will act in accordance with its customary servicing practices. The servicer will promptly report to the issuing entity and the indenture trustee any failure on its part to hold a material portion of the receivable files and maintain its accounts, records, and computer systems as provided by the sale and servicing agreement and promptly take appropriate action to remedy any such failure. The servicer may, in accordance with its customary servicing practices, (i) maintain all or a portion of the receivable files in electronic form and (ii) maintain custody of all or any portion of the receivable files with one or more of its agents or designees.

If the servicer breaches certain covenants under the sale and servicing agreement, the servicer will be required to either correct or cure such breach or purchase the related receivable if such breach materially and adversely affects the interests of the issuing entity or the noteholders in the related receivable. Such breach will be deemed not to have a material and adverse effect if such breach does not affect the ability of the issuing entity to receive and retain timely payment in full on the related receivable.

Additionally, under the sale and servicing agreement the servicer and its affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to obligors with respect to the receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the receivables, prepayments or faster or slower timing of the payment of the receivables.

The servicer may refinance any receivable and deposit the full outstanding principal balance of such receivable into the collection account. The receivable created by such refinancing will not be property of the issuing entity. The servicer and its affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a receivable upon the death or disability of the obligor or any casualty with respect to the financed vehicle.

The servicer, in its sole discretion, may in accordance with its customary servicing practices sell any receivable’s charged-off balance. Net proceeds of any such sale allocable to the receivable will constitute Liquidation Proceeds, and the sole right of the issuing entity and the indenture trustee with respect to any such sold receivables will be to receive such Liquidation Proceeds. Upon such sale, the servicer will mark its computer records indicating that any such receivable sold no longer belongs to the issuing entity. The servicer is authorized to take any and all actions necessary or appropriate on behalf of the issuing entity to evidence the sale of the receivable free from any lien or other interest of the issuing entity or the indenture trustee.

The servicer will use commercially reasonable efforts, consistent with its customary servicing practices, to repossess or otherwise convert the ownership of the financed vehicle securing any receivable as to which the servicer had determined eventual payment in full is unlikely unless it determines in its sole discretion that repossession will not increase the liquidation proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such receivable would be increased by forbearance. The servicer will follow such customary servicing practices as it deems necessary or advisable, which may include

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reasonable efforts to realize upon any recourse to any dealer and selling the financed vehicle at public or private sale. The foregoing will be subject to the provision that, in any case in which the financed vehicle has suffered damage, the servicer will not be required to expend funds in connection with the repair or the repossession of such financed vehicle unless it determines in its sole discretion that such repair and/or repossession will increase the liquidation proceeds by an amount greater than the amount of such expenses.

Collection Procedures

The servicer’s activities include collecting and processing obligor payments, responding to obligor inquires, contacting obligors who are delinquent on scheduled payments, repossessing and liquidating collateral, and pursuing collection of any remaining deficiency balances following charge-off when repayment under the obligor’s contract is determined to be unlikely. The servicer utilizes a variety of automated systems and collection tools to support its servicing and collection activities, including automated dialing technology, behavioral scoring, Planet codes, FICO Communication Services, text messaging, email, and interactive voice response technology. Servicing and collection activities are conducted primarily from facilities located in Atlanta, Georgia; Houston, Texas; Phoenix, Arizona; and Dallas, Texas. The servicer also utilizes unaffiliated third-party service providers for certain early-stage delinquency collection and customer service functions. These third parties operate in Barbados, St. Lucia, Grenada, and Costa Rica. Third-party service providers utilize the servicer’s loan servicing and telephone systems to perform servicing activities and do not store servicer data, including obligor information, on their own systems. Such activities are performed by personnel dedicated to the servicer’s account and are conducted in accordance with the servicer’s applicable servicing practices and requirements. The servicer maintains oversight of its third-party service providers through periodic reviews of collection calls and system documentation, together with on-site diligence conducted no less frequently than semi-annually.

Before an obligor’s monthly scheduled due date, the servicer either mails or emails the obligor a billing statement directing them to either (i) remit the amount then due to a designated lockbox account maintained by a national lockbox bank; or (ii) follow instructions to make a payment electronically utilizing the servicer’s website, phone system, debit card or by providing ACH information to the servicer’s customer service or collections group. Upon receipt of payment, including most electronic payments, the lockbox bank electronically transmits the obligor payment information to the servicer, which then updates the obligor’s account. The servicer receives payments through its lockbox, and through obligor-initiated ACH transactions, money transfer services and debit card transactions. For the 3-month period ending on [•], 20[•], electronic payments, including ACH, debit card transactions and wire transfers, comprised [over] [•]% of all payments received by the servicer.

Collection personnel perform their collection activities in accordance with a standard loan servicing and collection policy. Collection campaigns focus on a variety of areas including delinquency status, high risk behavioral scores, early stage defaults, and high balance accounts. Obligor credit bureau scores are updated quarterly and are used in addition to behavioral scoring to target higher risk obligors.

The servicer generally divides its collections personnel into two groups based on delinquency status. The early stage group focuses on obligors who are less than 30 days past due, while the late stage group focuses on obligors who are 30 days or more past due. The early stage group uses both an internal automated dialing system and FICO Communication Services to simultaneously dial multiple telephone numbers electronically based on parameters set by management. When a telephone connection is made, the call is routed to a group member and the delinquent obligor’s account is displayed on that group member’s computer terminal. The group member then attempts to resolve the delinquent account with the obligor. Alternate communication mediums are used as well including texting, email and ringless voicemail.

If a contract becomes 30 days or more past due or represents a relatively higher default risk due to its behavioral or credit bureau score, the late stage group undertakes more intensive collection efforts with the delinquent obligor. The primary goal of both the early stage group and the late stage groups is to resolve the delinquent account through a suitable payment arrangement. From time to time, obligors may experience temporary financial difficulties and be unable to make the required monthly payments under the contract. The servicer generally utilizes two types of assistance programs – payment deferrals and temporary rate reductions – in instances where the servicer, in good faith, believes that the circumstances giving rise to the obligor’s inability to pay are temporary in nature and a default can be avoided through the assistance. Under a payment deferral, the due date

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under the contract is extended 30 or 60 days with the deferred payments added to the end of the contract term. Interest will continue to accrue on the outstanding balance. Under the servicer’s servicing and collection policy, no deferrals are generally allowed until at least six payments are made, and payment deferrals are generally limited to no more than two payments in any year with a maximum number of payment deferrals allowed equal to the number of years in the original term of the contract. In addition, the obligor’s account must be current after the deferrals have been applied and the obligors are required to provide proof of insurance on the collateral. For accounts eligible for a payment deferral, the account is transferred to a customer assistance group which will determine whether the servicer’s deferral policy requirements have been met and have the obligor execute an extension agreement. For obligors eligible for a temporary interest rate reduction, the servicer will contractually agree to reduce the obligor’s interest rate and resulting monthly payment for a temporary period, typically three to four months. Under this program, the obligor is required to make the lower monthly payments which will be applied to interest and principal under the terms of the contract. To qualify, the obligor must have generally made at least six payments, provide evidence or attestation of a short-term hardship, demonstrate that sufficient monthly income exists to make the lower payment and provide proof that the collateral is insured. At the end of the temporary interest rate reduction period, the contract terms revert to the prior interest rate and monthly payment. For obligors eligible for a temporary interest rate reduction, the account is transferred to the customer assistance group which will determine whether the servicer’s temporary rate reduction policy requirements have been met and have the obligor execute a temporary interest rate reduction agreement.

If a payment arrangement cannot be made and the obligor becomes seriously delinquent or deals in bad faith, the servicer will exercise its rights under the contract and take prompt action to repossess the related financed vehicle in order to optimize recoveries under the contract. In this case, a directive to repossess the financed vehicle is forwarded to independent repossession firms engaged by the servicer. The appropriate collection manager and repossession manager must approve all repossession directives before initiating the action. The servicer follows prescribed legal procedures for repossessions that vary from state to state but typically require one or more notifications to the obligor, peaceful confiscation of the financed vehicle and a prescribed waiting period prior to the disposition of the financed vehicle. The servicer uses several regional wholesale auto auctions to sell vehicles following repossession and the expiration of the appropriate waiting period. Once a vehicle has been repossessed, the repossession agent typically transports it to one of these auctions, where an employee of the servicer will manage the sale of the repossessed vehicle.

Following the sale of the repossessed vehicles, the servicer will actively pursue collections of deficiency balances against defaulted obligors through an internal recovery group that uses relationships with outside collection agencies and attorneys in an effort to maximize deficiency balance collections. In deciding the course of action to take with respect to deficiency collection, management evaluates the opportunities for additional recoveries versus the cost of pursuing such recoveries and attempts to maximize the deficiency amounts collected after considering collection expenses and the time period for the recovery.

Extensions

Stellantis Financial Services may grant extensions of retail installment sale contracts (which extend the maturity date of a retail installment sale contract) in accordance with its customary servicing procedures and the sale and servicing agreement. See “Description of the Transaction Documents—Modifications of Receivables” in this prospectus.

Insurance

Each retail installment sale contract requires the purchaser to obtain and maintain physical damage insurance on the purchased vehicle. Stellantis Financial Services’ dealer agreements include a requirement that the dealer provide Stellantis Financial Services with written evidence that the purchaser has physical damage insurance which meets the requirements of the related contract at the inception of the receivable; nevertheless, there can be no assurance that each purchased vehicle will continue to be covered by physical damage insurance for the entire term of the related contract. Stellantis Financial Services does monitor insurance on a material portion of its managed portfolio, though Stellantis Financial Services is not obligated to, and may not continue to, monitor whether an obligor continues to satisfy its insurance requirement after the contract is acquired by Stellantis Financial Services. The amount of insurance required by the related contracts is at least equal to the amount required by applicable state

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law, subject to customary deductibles. Stellantis Financial Services requires the policy to name Stellantis Financial Services as loss payee with respect to physical damage.

[Stellantis Financial Services does not require purchasers to carry credit disability, credit life, credit health or other similar insurance coverage which provides for payments to be made on the receivable on behalf of purchasers in the event of disability or death. To the extent that the purchaser obtains any of these insurance coverages, payments received on that coverage may, if permitted by applicable law, be applied to payments on the related receivable to the extent that the purchaser’s beneficiary chooses to do so.

Substantially all accounts serviced by the servicer are currently tracked for vehicle insurance compliance using a third-party service provider, though the servicer is not obligated to, and may not continue to, monitor whether an obligor continues to satisfy its insurance requirement after the contract is acquired by Stellantis Financial Services. Letter campaigns target uninsured obligors and the lack of insurance coverage may dictate certain collection strategies.]

Tangible and Electronic Contracting

Receivables are originated in either tangible or electronic form. Following dealer and obligor signing of a tangible contract, the dealer sends the documentation constituting the tangible record related to the applicable receivable to a servicing center, where Stellantis Financial Services personnel review and audit documentation, and funding will occur if the documentation meets compliance and policy requirements. The imaged contract documents are available for use by personnel in the ordinary course of servicing the applicable receivable. Following the imaging, the original contract is shipped to a third-party document retention center that has various locations within the continental United States, which use sophisticated security conditions and techniques including advanced fire suppression technology. The servicer may request retrieval of the original contract from the document retention center in the event of the need for re-imaging or for various servicing, re-assignment or enforcement purposes.

Receivables having an aggregate principal balance of approximately [ ]% of the aggregate outstanding principal balance of the receivables in the [statistical] pool of receivables as of the [statistical] cut-off date were originated as electronic contracts.

Stellantis Financial Services and certain dealers who originate receivables have contracted with a third-party to facilitate the process of electronically creating, signing and assigning retail installment sales contracts entered into with customers in connection with the sale of vehicles and to store and manage the electronic authoritative copy of a contract once it has been executed and deposited in an electronic contract vault maintained by the third-party. The third party maintains several electronic contract vaults for contracts owned by originating dealers and electronic contract vaults for Stellantis Financial Services. The services provided by the third-party permit a vehicle purchaser customer and a dealer to electronically enter into a contract for the receivable as well as other transaction documents. Using the third-party’s system, a dealer may assign the executed electronic contract to Stellantis Financial Services.

The third-party system includes the integration of electronic vault software by the third-party with (i) the third-party’s computer network, systems and software applications, including those pertaining to the electronic retail installment sales contract vaulting service and (ii) the dealer management system applications providing the electronic contracting service to dealers permitting (1) the electronic review, signing, transfer, perfection of transfer, storage and administration of electronic retail installment sale contracts created by dealers and entered into by customers and dealers, and (2) the transfer of “control” of such electronic contracts from the originating dealers to Stellantis Financial Services.

THE ASSET REPRESENTATIONS REVIEWER

[ ], a [ ], has been appointed as asset representations reviewer pursuant to an agreement between the issuing entity, the servicer and the asset representations reviewer. [Insert description of the extent to which the asset

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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, and will not be, affiliated with the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee, [the issuer Delaware 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. If the asset representations reviewer is merged into or becomes an affiliate of the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee, [the issuer Delaware trustee] or any person hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables, the asset representations reviewer will promptly resign and the servicer will appoint a successor asset representations reviewer. In addition, the asset representations reviewer will promptly resign and the servicer will appoint a successor asset representations reviewer, if either (i) the asset representations reviewer no longer meets the eligibility requirements included in the asset representations review agreement or (ii) the asset representations reviewer has determined that the performance of its duties under the asset representations review agreement is no longer permissible under applicable law. The servicer may remove the asset representations reviewer if the asset representations reviewer, (i) no longer meets the eligibility requirements included in the asset representations review agreement, (ii) breaches any of its representations, warranties, covenants or obligations in the asset representations review agreement or (iii) is subject to a bankruptcy event.

Following the resignation or removal of the asset representations reviewer, the servicer will engage a successor asset representations reviewer who meets certain eligibility requirements included in the asset representations review agreement. No resignation or removal of the asset representations reviewer will be effective until a successor asset representations reviewer has accepted its appointment and agreed to perform the obligations of the asset representations reviewer.

If the asset representations reviewer has resigned, been removed, replaced or substituted, or if a successor asset representations reviewer has been appointed, the issuing entity will disclose 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, replacement, substitution, or appointment, as applicable. The predecessor asset representations reviewer will pay the expenses associated with the required resignation of the asset representations reviewer and the appointment of a successor asset representations reviewer.

The asset representations reviewer will be responsible for reviewing the Subject Receivables for compliance with the representations and warranties made by the sponsor on the receivables if the conditions described below under “Description of the Transaction Documents—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 “Description of the Transaction Documents—Fees and Expenses” in this prospectus. The asset representations reviewer is required to perform only those duties specifically required of it under the asset representations review agreement, as described under “Description of the Transaction Documents—Asset Representations Review” in this prospectus. The asset representations reviewer’s liability in connection with the asset representations review is limited solely to the express obligations of the asset representations reviewer set forth in the asset representations review agreement. The asset representations reviewer will not be liable for any action taken, or not taken, in good faith under the asset representations review agreement or for errors in judgment, however the asset representations reviewer will be liable for its own willful misconduct, bad faith, breach of the asset representations review agreement or negligence in performing its obligations under the asset representations review agreement. The servicer is required under the asset representations review agreement to provide the asset representations reviewer access to the review materials. The asset representations reviewer will be required to keep all information about the receivables obtained by it in confidence and may not disclose that information other than as required by the terms of the asset representations review agreement and applicable law.

AFFILIATIONS AND CERTAIN RELATIONSHIPS

The issuing entity, the depositor and Stellantis Financial Services, as servicer, as sponsor and as administrator, are affiliates. Neither the indenture trustee nor the owner trustee is an affiliate of any of the foregoing parties[, but [ ] as the [indenture][owner][issuer Delaware] trustee] and [ ], one of the underwriters, are affiliates]. Additionally, neither the indenture trustee nor the owner trustee [nor the issuer Delaware trustee] is an

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affiliate of the other. The asset representations reviewer is not an affiliate of any of the depositor, the sponsor, the servicer, the administrator, the issuing entity, the owner trustee [, the issuer Delaware trustee] or the indenture trustee.

THE RECEIVABLES POOL

The characteristics set forth in this section are based on the [statistical] pool of receivables as of the close of business on [•], 20[•] (the “[statistical] cut-off date”).

The receivables consist of motor vehicle retail installment sale contracts. These receivables are secured by a combination of new and used automobiles, light-duty trucks, minivans and sport utility vehicles. The receivables to be transferred to the issuing entity have been originated by [an affiliate of] the originator. See “The Originator” in this prospectus.

Characteristics of the Receivables

The receivables sold to the issuing entity on the closing date will be selected for inclusion in the pool based upon the satisfaction of several criteria. In addition, Stellantis Financial Services will make certain representations and warranties about the receivables, as set forth under “Description of the Transaction Documents—Representations and Warranties; Remedies” in this prospectus, which if breached, could result in Stellantis Financial Services being required to repurchase the related receivables.

The characteristics of the receivables presented in this prospectus are based on the receivables as of the [statistical] cut-off date that were owned by Stellantis Financial Services and met the criteria set forth under “Description of the Transaction Documents—Representations and Warranties; Remedies” as of the [statistical] cut-off date. [Stellantis Financial Services will originate additional receivables after the [statistical] cut-off date that may be included in the receivables pool.] 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 Stellantis Financial Services to determine eligibility of a receivable for inclusion in the pool, (ii) for which payment in full has been received or (iii) for which Stellantis Financial Services 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 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 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. See “Risk Factors—Risks Relating to the Nature of the Notes and the Structure of the Transaction—This prospectus provides information regarding the receivables in the [statistical] pool of receivables as of the cut-off date, which may differ from the characteristics of the receivables in the pool of receivables on the closing date”.]

As of the cut-off date, each receivable to be acquired by the issuing entity on the closing date is expected to satisfy the Eligibility Representations described under “Description of the Transaction Documents—Representations and Warranties; Remedies” in this prospectus.

As of the [statistical] cut-off date, the weighted average FICO^®* score (weighted average by principal balance as of the cut-off date) of the receivables in the [statistical] pool of receivables as of origination of the related receivables is [•]. The FICO^® score of an obligor is calculated as of the origination of the related receivable in the manner described in “The Originator—Underwriting Procedures” in this prospectus. A FICO^® score is a measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as FICO^® score, is one of several factors that

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may be used by the originator in its credit scoring system to assess the credit risk associated with each applicant, see “The Originator—Underwriting Procedures” in this prospectus. Additionally, FICO^® scores are based on independent third party information, the accuracy of which cannot be verified. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the receivables. In addition, FICO^® scores may change over time, depending on the conduct of the obligor and changes in credit score technology and therefore, an obligor’s FICO^® score at any time in the future may be higher or lower than the obligor’s FICO^® score as of origination of the related receivable. See “Risk Factors—Risks Relating to the Receivables, the Obligors and the Related Financed Vehicles—Credit scores and historical loss experience may not accurately predict the likelihood of losses on the receivables” in this prospectus.

Each receivable will be selected using selection procedures that were not known or intended by Stellantis Financial Services to be adverse to the depositor.

[The [statistical] pool of receivables was selected from a subset of receivables originated by the seller since the inception of its captive finance activities in [ ], 20[ ] through [ ], 20[ ] that, at the time of origination, reflected obligors with a minimum FICO^® score of [ ] and financed a vehicle with a maximum loan-to-value of [ ]% of dealer invoice, in the case of a new vehicle, or wholesale value, in the case of a used vehicle.

[Exceptions to Underwriting Criteria]

[None of the receivables in the pool were originated with exceptions to Stellantis Financial Services’ written underwriting guidelines.] [Approximately [__] receivables, representing [__]% of the Net Pool Balance, were originated by Stellantis Financial Services with exceptions made to the underwriting criteria, including [__], [__], [__] and [__]].

[Insert information on the nature of any exceptions made to the underwriting criteria, if any, and provide data regarding the number of such receivables that represent an exception to the underwriting criteria in the asset pool in accordance with Item 1111(a)(8)  of Regulation AB.]

Calculation Methods

Each of the receivables 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. For Simple Interest Receivables, the obligor’s payment is first applied to interest accrued as of the actual due date and then the remaining payment is applied to the unpaid outstanding principal balance and then to other charges. 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.

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

The composition, distribution by remaining term, distribution by contract rate, distribution by FICO^® score, geographic distribution by state of the billing address of the obligor, distribution by original term, distribution by vehicle make, distribution by current principal balance, distribution by original principal balance and distribution by

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wholesale loan-to-value, in each case of the receivables in the [statistical] pool of receivables as of the [statistical] cut-off date are set forth in the tables below.

Composition of the Receivables in the [Statistical] Pool

As of the [Statistical] Cut-off Date

The receivables in the [statistical] pool of receivables will possess the following characteristics as of the [statistical] cut-off date:

Distribution of the Receivables in the [Statistical] Pool by FICO^® Score

As of the [Statistical] Cut-off Date

The distribution of the receivables in the [statistical] pool of receivables by FICO^® score as of the [statistical] cut-off date will be as follows:

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Distribution of the Receivables in the [Statistical] Pool by Original Term to Scheduled Maturity

As of the [Statistical] Cut-off Date

The distribution of the receivables in the [statistical] pool of receivables by original term to scheduled maturity as of the [statistical] cut-off date will be as follows:

Distribution of the Receivables in the [Statistical] Pool by Remaining Term to Scheduled Maturity

As of the [Statistical] Cut-off Date

The distribution of the receivables in the [statistical] pool of receivables by remaining term to scheduled maturity as of the [statistical] cut-off date will be as follows:

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Distribution of the Receivables in the [Statistical] Pool by Contract Rate

As of the [Statistical] Cut-off Date

The distribution of the receivables in the [statistical] pool of receivables by contract rate as of the [statistical] cut-off date will be as follows: