As filed with the Securities and Exchange Commission on November 5, 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

SFS LEASING, LTD.

as issuing entity with respect to the exchange note described herein

(Exact name of each registrant as specified in its charter)

 

 

 

Delaware		92-1721391 88-6175578
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Commission File Number of depositor: 333-     

Central Index Key Number of depositor: 0002042809

Central Index Key Number of SFS Leasing, Ltd.: 0002154715

Central Index Key Number of sponsor: 0001980666

 

 

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:

 

Stuart M. Litwin, Esq. Mayer Brown LLP 71 S. Wacker Drive Chicago, Illinois 60606 (312) 782-0600		James J. Antonopoulos, Esq. Mayer Brown LLP 71 S. Wacker Drive Chicago, Illinois 60606 (312) 782-0600		Jim Murphy Stellantis Financial Services, Inc. 5757 Woodway Drive Houston, Texas 77057 (203) 252-0614

 

 

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

 

 

$[●]

Stellantis Financial Underwritten Enhanced Lease Trust 20[●]-[●]

Issuing Entity

Central Index Key Number: [ ]

 

SFS Auto Funding, LLC		Stellantis Financial Services, Inc.
Depositor		Sponsor and Servicer
Central Index Key Number: 0002042809		Central Index Key Number: 0001980666

Stellantis Financial Underwritten Enhanced Lease Trust 20[●]-[●] will issue the following asset-backed notes:

 

You should carefully read the risk factors set forth under “Risk Factors” beginning on page [ ] of this prospectus.   The notes are asset backed securities. The notes will be the obligation solely of the issuing entity and will not be obligations of or guaranteed by Stellantis Financial Services, Inc., SFS Auto Funding, LLC, SFS Leasing, Ltd., the underwriters or any of their affiliates.

Initial Principal  Amount(1)(2)

Interest Rate(3)

Final Scheduled  Payment Date

Class A-1 notes

$[●]

[●]%

[●]

Class A-2[-A] notes(4)

}

$[●]

[●]%

[●]

[Class A-2-B notes(4)]

[SOFR Rate][Insert Other Benchmark Rate] + [●]%(5)

Class A-3 notes

$[●]

[●]%

[●]

Class A-4 notes

$[●]

[●]%

[●]

[Class B notes]

$[●]

[●]%

[●]

[Class C notes]

$[●]

[●]%

[●]

Total

$[●]

Price to Public(6)

Underwriting Discount

Proceeds to the Depositor

Per Class A-1 note

[●]%

[●]%

[●]%

Per Class A-2[-A] note

[●]%

[●]%

[●]%

[Per Class A-2-B note]

[●]%

[●]%

[●]%

Per Class A-3 note

[●]%

[●]%

[●]%

Per Class A-4 note

[●]%

[●]%

[●]%

[Per Class B note

]

[●]%

[●]%

[●]%

[Per Class C note

]

[●]%

[●]%

[●]%

Total

$[●]

$[●]

$[●]

		(1)  [All or a portion of one or more of the classes of notes offered hereby may be initially retained by the depositor or an affiliate thereof.] (2)  [Approximately [5]% of each class of notes will be retained by the depositor or one or more majority-owned affiliates of the sponsor.] (3)  The interest rate for each class of notes will be a fixed rate, a floating rate or a combination of a fixed rate and a floating rate if that class has both a fixed rate tranche and a floating rate tranche. (4)  [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, 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.] (5)  [The Class A-2-B notes will accrue interest at a floating rate based on a benchmark plus a spread. The benchmark initially will be [the “SOFR Rate”][Insert Other Benchmark Rate]. However, the benchmark may change in certain situations. For more information on how interest will be calculated on the Class A-2-B notes and the circumstances under which the benchmark may change, see “Description of the Notes—Payments of Interest” in this prospectus. [If the sum of [the SOFR Rate][Insert Other Benchmark Rate] + [●]% is less than 0.00% for any interest accrual period, then the interest rate for the Class A-2-B notes for such interest accrual period will be deemed to be 0.00%. For a description of how interest will be calculated on the Class A-2-B notes, see “Description of the Notes—Payments of Interest” in this prospectus.] [NOTE: For illustrative purposes, the prospectus contemplates that the Class A-2-B notes will accrue interest at a floating rate based on 30-day average secured overnight financing rate (the “SOFR Rate”). In a particular transaction, there may be no floating rate notes issued or different classes of notes may accrue interest at a floating rate and that floating rate of interest may be based on an alternative index (other than LIBOR), including, for example, another SOFR-based rate such as Term SOFR or SOFR in arrears.] (6)  Plus accrued interest, if any, from the closing date.

 

•

The notes will be backed by an exchange note, which will be backed by a reference pool of [new or used] car, light truck and utility vehicle leases and leased vehicles purchased by Stellantis Financial Services’ origination trust from dealers[, and funds on deposit in the reserve account][and funds on deposit in the risk retention reserve account].

•

The issuing entity will pay interest and principal on the notes on the [●] day of each month, or, if the [●] day is not a business day, the next business day, starting on [__________][●], 20[●].

•

Credit enhancement for the notes offered hereby will consist of [a reserve account funded with an initial deposit of an amount equal to at least [●]% of the [adjusted] pool balance as of the closing date,] [overcollateralization and] [excess spread on the exchange note,] [and, in the case of the Class A notes and the Class B notes, the subordination of certain payments to the noteholders of less senior classes of notes].

•

The issuing entity will also issue a non-interest bearing certificate representing an equity interest in the issuing entity, which is not being offered hereby.

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.

 

UNDERWRITERS
[●]		[●]		[●]

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

TABLE OF CONTENTS

 

		Page
CAPITALIZED TERMS			iv
WHERE TO FIND INFORMATION IN THIS PROSPECTUS			iv
REPORTS TO NOTEHOLDERS			iv
WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES			v
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			v
NOTICE TO INVESTORS: UNITED KINGDOM			vi
NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA			vii
TRANSACTION STRUCTURE DIAGRAM			viii
TRANSACTION CREDIT ENHANCEMENT DIAGRAM			ix
TRANSACTION PAYMENTS DIAGRAM			x
TRANSACTION PARTIES AND DOCUMENTS DIAGRAM			xi
SUMMARY OF TERMS			1
The Parties			1
Cutoff Date			2
The Certificate			3
Payment Dates; Interest Accrual			3
Optional Redemption or “Clean Up Call” Option			4
Issuing Entity Assets			4
Exchange Note			4
Reference Pool			4
Priority of Payments on Exchange Note			6
Priority of Payments on the Notes			6
Events of Default			7
[Controlling Class			8
Credit Enhancement			8
Reallocation of Leases and Leased Vehicles from the Reference Pool			10
Review of Asset Representations			10
Ratings			10
Tax Status			11
Certain ERISA Considerations			11
Credit Risk Retention			11
Certain Investment Considerations			12
[Money Market Investment			12
EU Securitization Regulation and UK Securitization Rules			12
Registration Under the Securities Act			13
[SUMMARY OF RISK FACTORS]			14
RISK FACTORS			16
THE SPONSOR AND THE SERVICER			39
THE SPONSOR’S AUTOMOBILE LEASING PROGRAM			40
General			40
Credit Underwriting			41
Servicing of Lease Assets			43
Risk Management			46
Use of Origination Trust; Financing Purchases of Leases by Origination Trust			47
Portfolio Delinquency Information			47
Residual Value Loss Experience			49
REFERENCE POOL			49
Issuing Entity Assets			50
Selection of Reference Pool			50
[Exceptions to Underwriting Criteria]			51
Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]			51
Delinquency Experience Regarding the Leases in the [Statistical] Reference Pool			57
[Vintage Origination Information][Information About Certain Previous Securitizations]			57
Review of Pool Assets			58

 

i

TABLE OF CONTENTS

(continued)

 

		Page
Reallocations and Replacements			58
Asset Level Information			59
Representations About Reference Pool			59
Obligation to Reallocate Ineligible Leases and Leased Vehicles			59
Asset Representations Review			60
Asset Review			62
Indemnification of the Asset Representations Reviewer			62
Requests to Reallocate and Dispute Resolution			62
DESCRIPTION OF EXCHANGE NOTE			64
Funds Available for Payments on Exchange Note			65
Priority of Payments on Exchange Note			67
Amendments Provisions			68
Exchange Note Defaults; Rights on Default			70
DESCRIPTION OF THE NOTES			71
General			71
Payments of Interest			71
[Calculation of Floating Rate Interest			72
Payments of Principal			74
Priority of Payments			75
Post-Acceleration Priority of Payments			78
Events of Default and Acceleration			78
Optional Redemption or “Clean Up Call” Option			81
Satisfaction and Discharge of Indenture			81
Indenture Trustee’s Annual Report			82
Amendments to Indenture			82
Book-Entry Registration			83
Definitive Notes			84
Access to Noteholder Lists			85
Noteholder Communication			85
Delivery of Notes			85
Computing Outstanding Principal Amount			85
Notes Owned by Transaction Parties			86
CREDIT ENHANCEMENT			86
Reserve Account			86
[Risk Retention Reserve Account			87
Subordination			87
Overcollateralization			87
[Excess Spread			88
MATURITY AND PREPAYMENT CONSIDERATIONS			88
General			88
Weighted Average Life of the Notes			89
CREDIT RISK RETENTION			98
SERVICING			101
Servicing Obligations			102
Servicing Fees and Administration Fees			102
Servicer Modifications and Obligation to Reallocate Leases and Leased Vehicles			102
Transaction Bank Accounts			103
Servicer Advances			104
Deposit of Collections			104
Custodial Obligations of Stellantis Financial Services			104
Limitations on Liability			105
Amendments to Servicing Agreement and Servicing Supplement			105
Resignation and Termination of Servicer			105
Evidence of Compliance			106

 

ii

TABLE OF CONTENTS

(continued)

 

		Page
MONTHLY REPORTS			107
TRANSACTION PARTIES			109
Depositor			109
Issuing Entity			109
Administrator			110
Owner Trustee and Origination Trustee			111
Indenture Trustee			111
Origination Trust			112
Collateral Agent			113
Collateral Agent Administrative Agent			114
Asset Representations Reviewer			114
CERTAIN AFFILIATIONS AND RELATED TRANSACTIONS			115
TRANSACTION FEES AND EXPENSES			115
USE OF PROCEEDS			117
MATERIAL LEGAL CONSIDERATIONS			117
Bankruptcy Considerations			117
The Dodd-Frank Act			119
Security Interests in Exchange Note and Leases and Leased Vehicles			120
Lease Contracts and Leased Vehicles			123
LEGAL INVESTMENT			125
[Money Market Investment			125
[Certain Investment Considerations			125
Requirements for Certain European Regulated Investors, UK Regulated Investors and Affiliates			125
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			127
General			127
Tax Characterization of Issuing Entity			128
Tax Characterization and Treatment of Notes			128
State and Local Tax Considerations			131
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANS			131
UNDERWRITING			133
Offering Restrictions			135
FORWARD-LOOKING STATEMENTS			136
LEGAL PROCEEDINGS			137
LEGAL MATTERS			137
GLOSSARY			138
INDEX OF DEFINED TERMS			I-1
APPENDIX A [VINTAGE ORIGINATION INFORMATION][STATIC POOL INFORMATION ABOUT CERTAIN PREVIOUS SECURITIZATIONS]			A-1
APPENDIX B PAYMENT SCHEDULE OF LEASES			B-1

 

iii

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:

 

•

Summary of Terms—provides important information concerning the amounts and the payment terms of each class of notes and gives a brief introduction to the key structural features of the issuing entity; and

 

•

Risk Factors—describes briefly some of the risks to investors in the notes.

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 Defined 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 leases and related leased vehicles 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 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 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 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.

 

iv

WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES

The Issuing Entity

The issuing entity will file with the Securities and Exchange Commission (the “SEC”) all required annual reports on Form 10-K, distribution reports on Form 10-D, 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 “Stellantis Financial Underwritten Enhanced Lease 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 an 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.

 

 

 

 

v

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”).

 

vi

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.

 

vii

TRANSACTION STRUCTURE DIAGRAM

This diagram is a simplified overview of the structure of this securitization transaction and the credit enhancement available for the notes. You should read this prospectus completely for more details about this securitization transaction. See “Summary of Terms—Reference Pool” for further information regarding the reference pool.

 

 

 

(1)	The origination trust will allocate a pool of leases and leased vehicles to the reference pool that will secure the exchange note.

(2)	The reserve account will be funded on the closing date in an amount equal to at least [•]% of the initial total securitization value.

(3)	Overcollateralization is the amount by which the total securitization value exceeds the principal amount of the notes.

(4)

All available funds remaining after payments of the senior fees and expenses of the issuing entity, the interest on the notes, any required priority principal payment and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, will be used to pay principal of the notes until the targeted overcollateralization amount is reached.

(5)	The targeted overcollateralization amount will adjust each month and is calculated as described in “Credit Enhancement—Overcollateralization”.

[(6)	Excess spread (representing the excess of interest payments on the exchange note over the fees and expenses of the issuing entity and interest payments on the notes) will be available to pay principal of the notes.]

(7)

All notes other than the Class C notes benefit from subordination of more junior classes to more senior classes. The order of the subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration has occurred. For more details about subordination, you should read “Description of the Notes—Priority of Payments”, “Description of the Notes—Post-Acceleration Priority of Payments” and “Credit Enhancement—Subordination” in this prospectus.

(8)	The certificate will be held initially by the depositor and represents the right to all funds not needed to make required payments on the notes, pay fees and expenses of the issuing entity or make deposits in the reserve account.

(9)	All or a portion of one or more classes of notes may be initially retained by the depositor or an affiliate thereof.

 

viii

TRANSACTION CREDIT ENHANCEMENT DIAGRAM

This diagram is a simplified overview of the credit enhancement available for the notes on the closing date and how credit enhancement is used to offset losses on the leases and leased vehicles. You should read this prospectus completely, including “Credit Enhancement”, for more details about the credit enhancement available for the notes.

 

 

 

(1)

[All notes [other than the Class C notes] benefit from subordination of more junior classes to more senior classes. The order of the subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration occurred. For more details about subordination, you should read “Description of the Notes—Priority of Payments”, “Description of the Notes—Post-Acceleration Priority of Payments” and “Credit Enhancement—Subordination”.]

(2)

Overcollateralization is the amount by which the total securitization value exceeds the principal amount of the notes. On the closing date, overcollateralization will equal approximately [•]% of the initial total securitization value. All available funds remaining after payments of the senior fees and expenses of the issuing entity, the interest on the notes, any required priority principal payment and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, will be used to pay principal of the notes until the targeted overcollateralization amount is reached.

(3)	The reserve account will be funded on the closing date in an amount equal to at least [•]% of the initial total securitization value.

[(4)	Excess spread (representing the excess of interest payments on the exchange note over the fees and expenses of the issuing entity and interest payments on the notes) will be available to pay principal of the notes.]

 

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TRANSACTION PAYMENTS DIAGRAM

This diagram shows how exchange note available funds are applied on each payment date and how available funds are paid on each payment date. The priority of payments shown in this diagram will apply unless (a) the exchange note is accelerated after an exchange note default or (b) the notes are accelerated after an event of default under the Indenture. You should read this prospectus completely, including “Description of Exchange Note—Priority of Payments on Exchange Note”, “Description of the Notes—Priority of Payments” and “Description of the Notes—Post-Acceleration Priority of Payments” for more details about the priority of payments for the notes.

 

 

 

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TRANSACTION PARTIES AND DOCUMENTS DIAGRAM

This diagram shows the role of each transaction party and each transaction document in this securitization transaction. You should read this prospectus completely, including “Transaction Parties”, “Reference Pool”, “Description of Exchange Note”, “Description of the Notes” and “Servicing” for more details about the roles of each transaction party and each transaction document in this securitization transaction.

 

 

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SUMMARY OF TERMS

This summary describes certain terms of the issuance of, and payments on, the notes, the assets of the issuing entity, the cash flows in this securitization transaction and the credit enhancement available for the notes. It does not contain all of the information that you should consider in making your decision to purchase any notes. To understand fully the terms of the notes and the transaction structure, you should read this prospectus completely, especially “Risk Factors” starting on page [•].

 

 

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[SUMMARY OF RISK FACTORS]¹

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

Risks Relating to the Nature of the Notes and the Structure of the Transaction.

 

•

The assets of the issuing entity are limited and are the only source of payment for your notes.

 

•

The timing of principal payments on your notes is uncertain.

 

•

Overcollateralization may not increase as expected.

 

•

An event of default and acceleration of the notes may result in earlier than expected payment of your notes or losses on your notes.

 

•

Failure to pay principal of a class of notes will not be an event of default until its final scheduled payment date.

 

•

The absence of a secondary market for your notes, secondary market disruptions or a lack of liquidity in the secondary market may adversely affect the market value of your notes and/or limit your ability to resell your notes.

 

•

You may suffer losses because you have limited control over actions of the issuing entity and conflicts between classes of notes may occur.

 

•

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.

 

•

The unknown aggregate initial principal amount of the notes [or 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.

 

•

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

 

•

[This prospectus provides information regarding the leases and related leased vehicles in the [statistical] reference pool as of the [statistical] cutoff date, which may differ from the characteristics of the leases and related leased vehicles in the reference pool on the closing date.

Risks Relating to the Issuing Entity Assets and the Reference Pool.

 

•

Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn.

 

•

Payments on the notes depend on collections and defaults on the leases and proceeds from the sale of the leased vehicles.

 

•

Residual value losses may result in losses on your notes.

 

•

Declines in the resale value of the leased vehicles may adversely affect the performance of the leases and your notes.

 

•

Vehicle recalls and customer satisfaction programs may adversely affect the performance of the leases and your notes.

 

•

High vehicle model concentrations may adversely affect the performance of the leases and your notes.

 

•

Interests of other persons in the exchange note, the leases or the leased vehicles could reduce funds available to pay your notes.

 

•

Geographic concentration may result in more risk to you.

Risks Relating to Macroeconomic, Regulatory and Other External Factors.

 

•

Climate related events and climate change risks may cause losses on your notes.

 

•

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

 

•

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

1	Summary of Risk Factors (not to exceed 2 pages) to be included if the Risk Factors exceed 15 pages.

 

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Risks Relating to the Transaction Parties.

 

•

Stellantis Financial Services has limited captive finance operating history and lease termination and leased vehicle return, remarketing and disposition history, which may have an adverse effect on the leases and related leased vehicles in the reference pool and your notes.

 

•

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

 

•

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.

 

•

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

 

•

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

 

•

Delays in collecting payments could occur if Stellantis Financial Services is not the servicer.

 

•

The servicing fee may be insufficient to attract a replacement servicer.

 

•

The servicer has discretion over the servicing of the leases and leased vehicles which could impact the amount or timing of funds available to make payments on your notes.

 

•

The servicer’s operational information systems and security systems could be affected by cybersecurity incidents, ransomware attacks and other disruptions that may result in losses on your notes.

 

•

Failure by Stellantis Financial Services to reallocate leases and leased vehicles when required may result in delayed payments or losses on your notes.

Risks Relating to Tax Treatment of the Notes, Issuing Entity, and Contemplated Transactions.

 

•

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

 

•

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

 

•

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

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.

 

•

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

 

•

[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 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.

 

•

[Risks Related to [Compounded] SOFR.

 

•

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

 

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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 THE NATURE OF THE NOTES AND THE STRUCTURE OF THE TRANSACTION

The assets of the issuing entity are limited and are the only source of payment for your notes.

The issuing entity will not have assets or sources of funds other than amounts received on the exchange note and related property that the issuing entity owns. Credit enhancement is limited. Your notes will not be insured or guaranteed by Stellantis Financial Services or any of its affiliates or anyone else. If these assets or sources of funds are insufficient to pay your notes in full, you will incur losses on your notes.

The timing of principal payments on your notes is uncertain.

Faster than expected rates of prepayments on the leases or higher than expected auction proceeds on the leased vehicles in the reference pool may and in some cases will cause the issuing entity to pay principal of your notes earlier than expected and may shorten the maturity of your notes. Prepayments on leases or higher proceed amounts on disposed leased vehicles in the reference pool will occur if:

 

•

the related leased vehicles are purchased under the leases prior to the scheduled termination dates;

 

•

lessees participate in an early termination program sponsored by Stellantis;

 

•

lessees terminate leases early and the returned leased vehicles are sold;

 

•

lessees default on their leases and the related leased vehicles are repossessed and sold;

 

•

the servicer receives proceeds from physical damage, credit life or other insurance policies covering the leased vehicles or lessees;

 

•

the proceeds of leased vehicles sold at auctions are higher than expected due to increases in auction values;

 

•

Stellantis Financial Services reallocates ineligible leases and leased vehicles from the reference pool due to a breach of representations; or

 

•

the servicer reallocates leases and leased vehicles from the reference pool in accordance with the servicing supplement.

A variety of economic, social and other factors will influence the rate of prepayments on the reference pool. No prediction can be made about the actual prepayment rates that will occur for the reference pool.

If principal of your notes is paid earlier than expected due to faster rates of prepayments on the leases or higher proceeds of disposed leased vehicles in the reference pool, and interest rates at that time are lower than interest rates at the time principal would have been paid had those prepayments or proceeds occurred as expected, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes. Alternatively, if principal of your notes is paid later than expected due to slower rates of prepayments or payments on the leases, lease end extensions by the servicer or lower proceeds of disposed leased vehicles in the reference pool, and interest rates at that time are higher than interest rates at the time principal would have been paid had those prepayments, payments or proceeds occurred as expected, you may lose reinvestment opportunities and, if your notes were purchased at a discount, your yield may be reduced. You will bear all reinvestment risk resulting from principal payments on your notes occurring earlier or later than expected.

 

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In addition, your notes will be paid in full before maturity if the servicer exercises its clean up call option when the aggregate principal amount of the notes is 10% or less of the initial aggregate principal amount of the notes.

For more information about the timing of payment on the reference pool, you should read “Maturity and Prepayment Considerations” in this prospectus.

[The Class B and Class C notes will be subject to greater risk because of the sequential payment structure and subordination.]

[The Class B notes will bear greater risk than the Class A notes because no interest will be paid on the Class B notes on any payment date until all interest on the Class A notes is paid in full on that payment date, and no principal will be paid on the Class B notes until the principal amount of the Class A notes is paid in full. The Class C notes will bear even greater risk because of similar subordination to more senior classes of notes. Failure to pay interest on subordinated notes that are not part of the controlling class will not be an event of default.]

Overcollateralization may not increase as expected.

Overcollateralization is expected to increase to the targeted overcollateralization amount as excess spread is used to pay principal of the notes in an amount greater than the decrease in the total securitization value of the reference pool over time. It is not certain that the targeted overcollateralization amount will be reached or maintained, or that the reference pool will generate sufficient collections to pay your notes in full.

For more information about overcollateralization as a form of credit enhancement for your notes, you should read “Credit Enhancement—Overcollateralization” in this prospectus.

An event of default and acceleration of the notes may result in earlier than expected payment of your notes or losses on your notes.

An event of default may result in an acceleration of payments on your notes. If principal of your notes is paid earlier than expected, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes. If the notes are accelerated after an event of default, the issuing entity will not pay interest on or principal of any notes that are not part of the controlling class until all interest on and principal of the notes of the controlling class are paid in full. If collections on the reference pool and the proceeds of any sale of the leases and leased vehicles or the exchange note are insufficient to pay the amounts owed on your notes, you will have losses on your notes.

For more details about events of default and acceleration of the notes, you should read “Description of the Notes—Events of Default and Acceleration” in this prospectus. For more details about the change in the priority of payments after events of default and acceleration of the notes, you should read “Description of the Notes—Priority of Payments” and “Description of the Notes—Post-Acceleration Priority of Payments” in this prospectus.

Failure to pay principal of a class of notes will not be an event of default until its final scheduled payment date.

The issuing entity will not be obligated to pay a specific amount of principal of any class of notes on any date other than its outstanding principal amount on its final scheduled payment date. Failure to pay principal of a class of notes will not be an event of default until the final scheduled payment date of that class.

The absence of a secondary market for your notes, secondary market disruptions or a lack of liquidity in the secondary market may adversely affect the market value of your notes and/or limit your ability to resell your notes.

If a secondary market for your notes does not develop or becomes disrupted, it could limit your ability to resell them. This means that if you want to sell your notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a liquid secondary market had existed. The

 

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underwriters may assist in the resale of notes, but they are not required to do so. The underwriters and other brokers and dealers may also be unwilling or unable to publish quotations for the notes or otherwise facilitate trading of the notes due to regulatory requirements or otherwise. If a secondary market does develop, it might not continue, it might be disrupted or it might not be sufficiently liquid to allow you to resell your notes.

For more information about the effect of a significant global or regional event on global financial markets, you should read “—Recent and future economic developments may adversely affect the performance of the leases, which could result in losses on your notes” below.

You may suffer losses because you have limited control over actions of the issuing entity and conflicts between classes of notes may occur.

The controlling class may provide notice of a default relating to a breach of a material covenant, may accelerate the notes after an event of default and may waive certain events of default. The controlling class may, in some circumstances, direct the indenture trustee to sell the exchange note after an acceleration of the notes even if the proceeds would not be sufficient to pay all of the notes in full and would cause some classes of notes to suffer a loss.

Holders of notes that are not part of the controlling class will have no right to take these actions. Only the controlling class will have these rights. The controlling class may have different interests from the noteholders of other classes and will not be required to consider the effect of its actions on the noteholders of other classes.

For more details about the actions that the controlling class may direct, you should read “Description of the Notes—Events of Default and Acceleration” in this prospectus.

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 leases and related leased vehicles in the reference pool 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 is 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.

 

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The unknown aggregate initial principal amount of the notes [or 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 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 related 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.]

Retention of any of the notes by the depositor or an affiliate of the depositor could adversely affect the market value and liquidity 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.

[This prospectus provides information regarding the leases and related leased vehicles in the [statistical] reference pool as of the [statistical] cutoff date, which may differ from the characteristics of the leases and related leased vehicles in the reference pool on the closing date.

This prospectus describes the characteristics of the leases and related leased vehicles in the statistical reference pool as of the cutoff date. [The portfolio of leases and related leased vehicles to be allocated to the reference pool on the closing date will be the same leases included in the statistical reference pool described in this prospectus as of the statistical cutoff date except for those leases (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 lease 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 cutoff date.][The portfolio of leases and related leased vehicles to be allocated to the reference pool on the closing date may vary somewhat from the leases and leased vehicles in the statistical reference pool described in this prospectus because the reference pool will be selected from leases and related leased vehicles (i) in the statistical reference pool, (ii) originated after the statistical cutoff date (iii) originated prior to the statistical cutoff date

 

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but that were not included in the statistical reference pool and/or (iv) 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, which, in each case, satisfy the eligibility criteria as of the cutoff date.] The leases and related leased vehicles allocated to the reference pool on the closing date may have characteristics that differ somewhat from the characteristics of the leases and related leased vehicles in the statistical reference pool described in this prospectus. The characteristics of the portfolio of leases and related leased vehicles allocated to the reference pool on the closing date may vary somewhat from the characteristics of the portfolio of leases and related leased vehicles in the [statistical] reference pool described in this prospectus as of the [statistical] cutoff date, although such variance will not be material, and each lease is expected to satisfy the selection criteria specified in the transaction documents.]

RISKS RELATING TO THE ISSUING ENTITY ASSETS AND THE REFERENCE POOL

Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn.

The performance of the leases and leased vehicles in the reference pool depends on a number of factors, including global financial markets, general economic conditions, unemployment levels, the circumstances of individual lessees, the terms of the leases, Stellantis Financial Services’ underwriting standards at origination, the accuracy of Stellantis Financial Services’ residual value forecasts, the success of Stellantis Financial Services’ servicing, collection and vehicle remarketing strategies and used vehicle prices. Because many of these factors are outside the control of Stellantis Financial Services, the performance of the leases and leased vehicles in the reference pool cannot be predicted with accuracy and may worsen in an economic downturn, which could result in losses on your notes.

For more information about factors which could affect the performance of the leases and the value of the leased vehicles, you should read “—Declines in the resale value of the leased vehicles may adversely affect the performance of the leases and your notes”, “—Vehicle recalls and customer satisfaction programs may adversely affect the performance of the leases and your notes” and “—High vehicle model concentrations may adversely affect the performance of the leases and your notes” below.

For more information about delinquencies for Stellantis Financial Services’ portfolio of U.S. leases, you should read “The Sponsor’s Automobile Leasing Program—Portfolio Delinquency Information”.

Payments on the notes depend on collections and defaults on the leases and proceeds from the sale of the leased vehicles.

The issuing entity will pay the notes only with amounts received on the exchange note. The amounts received on the exchange note will primarily depend on the collections on the leases in the reference pool, the impact of defaulted leases and the proceeds from the sale of the leased vehicles on scheduled termination, early termination or default. If there are decreased collections, increased frequencies of default or amounts lost following default or if the net sale proceeds from the leased vehicles are less than the base residual values of the leased vehicles, you may experience delayed payments or losses on your notes.

The market value of a leased vehicle may be greater or less than its base residual value at the end of the lease. If the market value of a leased vehicle is less than the price at which the lessee may purchase the vehicle under the lease, the lessee will be more likely to return it. Conversely, if the market value of a leased vehicle is greater than the price at which the vehicle may be purchased under the lease, the lessee will be less likely to return it. If the leased vehicle is purchased instead of being returned, the issuing entity receives only the purchase price without regard to the market value for the disposition of the leased vehicle. In addition, proceeds from the sale of a leased vehicle could be delayed if the lessee elects to extend their lease term, or if the lessee returns the vehicle at the end of the lease but transportation of the vehicle to auction or the sale of the vehicle at auction is delayed. If the net sale proceeds from returned leased vehicles are less than their base residual values or there are delays in the sale of leased vehicles at auction, you may experience delayed payments or losses on your notes.

 

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Residual value losses may result in losses on your notes.

Because the leases in the reference pool are closed-end leases, you will bear the risk that the leased vehicles are worth less than their base residual values at the end of the leases. As of the [statistical] cutoff date, the aggregate discounted base residual value of the leased vehicles in the [statistical] reference pool equals [•]% of the total securitization value. This is the amount that will be available to pay your notes assuming each base monthly payment is made as scheduled and each leased vehicle is returned as scheduled and sold for an amount equal to its base residual value. The base residual value used in this securitization transaction is the lowest of (a) the contract residual value, (b) residual value estimates produced by ALG based on the total MSRP of the base vehicle and all Stellantis Financial Services authorized options, without making a distinction between the value adding options and non-value adding options, (c) if available, the residual value estimate produced by ALG that is a percentage of the “Maximum Residualizable MSRP”, which consists of the MSRP of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle and (d) the expected value of the related leased vehicle at the related maturity date of the lease contract calculated by using a residual value estimate produced by ALG as of [•], 20[•] as a “mark-to-market” value (assuming that the vehicle is in “average” rather than “clean” condition) based on the total MSRP ALG Residual.

In order to establish residual values, Stellantis Financial Services and ALG each make predictions about a number of factors that may affect the supply and demand for used vehicles, including changes in consumer tastes and economic factors, vehicle manufacturer decisions and government actions, as described in “—Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn” above. In making forecasts of the value of used vehicles in the future, Stellantis Financial Services and ALG each also make predictions about a number of factors that affect used vehicle pricing, including housing prices, commodity prices, wage growth, consumer sentiment, interest rates, gas and oil prices and new vehicle sales and level and type of Stellantis-sponsored marketing programs. None of these factors can be predicted with certainty. Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events.

In addition, nearly every lease in the reference pool was originated under Stellantis-sponsored marketing programs. Under most of these programs, the contract residual values of the leased vehicles were set higher than the contract residual values Stellantis Financial Services would otherwise have set. As a result, the price at which a lessee may purchase one of these leased vehicles, if applicable, was also set higher than it would otherwise have been set, making it more likely that the purchase price will exceed the market value of the leased vehicle at the time of lease termination and less likely that a lessee will purchase one of these leased vehicles. Consequently, a large portion of the leased vehicles will likely be returned at lease termination and the net sales proceeds on these returned leased vehicles may be less than their base residual values. Finally, you may not receive the full benefit if the market value is greater than the base residual value because the lessee has the right to purchase the leased vehicle. The lessee may purchase the leased vehicle at lease end by paying the purchase price stated in the lease, which equals the contract residual value plus a fee of up to $350 and other amounts owed under the lease.

Because residual values cannot be predicted with certainty and you will bear the risk if the leased vehicles are worth less than their base residual values and may not receive the full benefit if they are worth more than their base residual values, you may experience delayed payments or losses on your notes.

Declines in the resale value of the leased vehicles may adversely affect the performance of the leases and your notes.

The used vehicle market is affected by supply and demand for vehicles, which is influenced by many factors, including:

 

•

consumer tastes and preferences, including changes in technology and changes in fuel prices;

 

•

the cost or availability of financing to consumers and dealers for their purchase of used vehicles;

 

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•

vehicle manufacturer decisions, including those on pricing and incentives offered for the purchase of new vehicles, on the introduction and pricing of new models or on whether to sell a brand or to discontinue a model or brand;

 

•

government actions, including actions that encourage consumers to purchase certain types of vehicles;

 

•

severe weather conditions that create delays in vehicle transportation or selling vehicles at auction;

 

•

the timing of returns of leased vehicles by lessees, the availability of dealers to accept returns of leased vehicles, the ability to transport vehicles to auction and the timing of auctions conducting sales of vehicles;

 

•

high volumes of lease terminations concentrated in specific locations, concentrated during specific periods of time or caused by fleet or vehicle rental companies that, in each case, cause an excessive volume of used vehicles to enter the market;

 

•

constraints in production and supply chain factors, including shortages or price increases of key components needed to build new vehicles or repair and maintain used vehicles; and

 

•

other factors, including significant vehicle recalls and labor strikes.

None of these factors can be predicted with certainty. Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events. Changes in various factors could have disproportionate effects on the supply or demand for some vehicle types or models. For example, increases in fuel prices could disproportionately reduce the resale value of larger, less fuel efficient vehicles, like full-sized trucks and SUVs and a decrease in fuel prices could disproportionately reduce the resale value of more fuel efficient vehicles such as hybrid electric, plug-in hybrid electric and battery electric vehicles. Similarly, introduction of a new model by Stellantis may impact the resale value of similar, but older, models. Consequently, the performance of the reference pool cannot be predicted with accuracy and may result in losses on your notes.

These impacts may be more pronounced if they relate to vehicle models or vehicle types that represent a high percentage of the leased vehicles in the reference pool.

For more information about the distribution by vehicle model and vehicle type of the leases, you should read “—High vehicle model concentrations may adversely affect the performance of the leases and your notes” below, and “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Fuel Type As of the [Statistical] Cutoff Date”, “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Make As of the [Statistical] Cutoff Date” and “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Model As of the [Statistical] Cutoff Date”.

Vehicle recalls and customer satisfaction programs may adversely affect the performance of the leases and your notes.

Vehicle recalls and customer satisfaction programs that apply to the leased vehicles in the reference pool, including recalls resulting from government or regulatory investigations or Stellantis requests to lessees to return their leased vehicles to dealers or mechanics for possible service or repair or other similar actions, may adversely affect the residual value, delinquencies, repossessions and credit losses on the related leases and leased vehicles. An open recall or customer satisfaction program or lessee perception of the applicability of the same may increase the likelihood that lessees terminate those leases and return those leased vehicles early, return those leased vehicles at the end of the lease or reduce the auction value or residual value of the affected leased vehicles and the price at which those leased vehicles are sold at auction or delay the timing of disposition of those leased vehicles. An increase in early lease terminations or in delinquencies, repossessions and credit losses on the leases or a decrease in the

 

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auction value or residual value and the proceeds from the sale of leased vehicles may result in accelerated, delayed or reduced payments on your notes.

Vehicle quality issues and recalls sometimes arise in the ordinary course of business. Investors should monitor news reports for developments regarding recalls. The impact of a vehicle quality issue or a recall may be more pronounced if the issue or recall applies to vehicle models or vehicle types that represent a high percentage of the leased vehicles in the reference pool.

[If applicable, insert any relevant disclosure about potential recalls relevant to the applicable reference pool.]

For more information about delinquencies for Stellantis Financial Services’ portfolio of U.S. leases, you should read “The Sponsor’s Automobile Leasing Program—Portfolio Delinquency Information” in this prospectus.

For more information about the distribution by vehicle model and vehicle type of the leases, you should read “—High vehicle model concentrations may adversely affect the performance of the leases and your notes” below, “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Fuel Type As of the [Statistical] Cutoff Date”, “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Make As of the [Statistical] Cutoff Date” and “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Model As of the [Statistical] Cutoff Date” in this prospectus.

High vehicle model concentrations may adversely affect the performance of the leases and your notes.

If a specific vehicle model of the leased vehicles represents a significant percentage of the total securitization value, any adverse change in the value of that specific vehicle model of the leased vehicles may adversely impact the performance of the related leases or reduce the residual value of those leased vehicles and the price at which those leased vehicles are sold at auction. As a result, you could receive payments on your notes later than expected or incur a loss on your investment in the notes. See “—Vehicle recalls and customer satisfaction programs may adversely affect the performance of the leases and your notes” in this prospectus.

As of the [statistical] cutoff date, the vehicle models of the leased vehicles in the [statistical] reference pool are concentrated by initial total securitization value as follows:

 

		Vehicle Model		Percentage of Initial Total Securitization Value
		[•]		[•]%
		[•]		[•]%
		[•]		[•]%
		[•]		[•]%

No other vehicle model represents more than [5][10]% of the initial total securitization value of the leases in the statistical reference pool.

For more information about the distribution by vehicle model and vehicle type of the leases, you should read “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Fuel Type As of the [Statistical] Cutoff Date”, “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Make As of the [Statistical] Cutoff Date” and “Reference Pool—Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]—Distribution of the Leases in the [Statistical] Reference Pool by Vehicle Model As of the [Statistical] Cutoff Date”.

 

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Interests of other persons in the exchange note, the leases or the leased vehicles could reduce funds available to pay your notes.

If another person acquires an interest in the exchange note or in a lease or leased vehicle in the reference pool that has priority over the issuing entity’s interest, the payments on the exchange note, the collections on the lease or the proceeds from the sale of that leased vehicle may not be available to make payments on your notes. Another person could acquire an interest that is superior to the issuing entity’s interest if:

 

•

the issuing entity does not have a perfected security interest in the exchange note because its security interest was not properly perfected despite the delivery of the exchange note to the indenture trustee on the closing date;

 

•

the collateral agent does not have a perfected security interest in the assets in the reference pool because its security interest in the leases or leased vehicles was not properly perfected despite the grant of a security interest in the leases and leased vehicles to the collateral agent on their acquisition by the origination trust and the application for a certificate of title for each leased vehicle naming the collateral agent as secured party;

 

•

the origination trust does not have proper evidence of its ownership of a leased vehicle in the reference pool despite the application for a certificate of title for the leased vehicle naming the origination trust as owner;

 

•

the collateral agent does not have a perfected security interest in the lease in the reference pool because Stellantis Financial Services did not maintain physical possession of the related tangible contract, or “control” of the related electronic contract; or

 

•

the collateral agent’s security interest in a lease or leased vehicle in the reference pool is impaired because holders of some types of liens, such as a lien in favor of the Pension Benefit Guaranty Corporation, tax liens or mechanic’s liens, may have priority over the collateral agent’s security interest, or a leased vehicle is confiscated by a government agency.

For more information about the security interests in the exchange note and the leases and leased vehicles in the reference pool, you should read “Material Legal Considerations—Security Interests in Exchange Note and Leases and Leased Vehicles” in this prospectus.

The geographic concentration of the lessors in the [statistical] reference portfolio and varying economic circumstances may increase the risk of losses or reduce the return on your notes.

The concentration of leases in the [statistical] reference portfolio in specific geographic areas may increase the risk of loss. As of the [statistical] cutoff date, based on the billing addresses of the lessees of the leases in the [statistical] reference pool, approximately [•]%, [•]%, [•]% and [•]% of the initial total securitization value of the leases in the [statistical] reference pool as of the [statistical] cutoff date were located in [•], [•], [•] and [•], respectively. No other state represents more than 5% of the initial total securitization value of the leases in the [statistical] reference pool as of the [statistical] cutoff date.

A deterioration in economic conditions disproportionately impacting a state with a higher concentration of lessees, such as unemployment, interest rates, the price of gasoline, the rate of inflation and consumer perceptions of the economy, may adversely impact the performance of the leases and related leased vehicles in the [statistical] reference pool and could result in delayed payments or losses on your notes. Further, the effect of natural disasters or extreme weather conditions, such as hurricanes, wildfires and floods, on the performance of the leases and leased vehicles in the [statistical] reference portfolio, 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 lessees 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.

 

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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 lessees reside could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently affect the loss and repossession experience with respect to the leases and leased vehicles in the [statistical] reference portfolio. See “—Recent and future economic developments may adversely affect the performance of the leases, 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 higher prepayments by the lessees on their leases. 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 leases and leased vehicles in the [statistical] reference portfolio. See “—Risks relating to the nature of the notes and the structure of the transaction—The timing of principal payments on your notes is uncertain” above.

Additionally, during periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase, and realized residual values on the vehicles may be lower than expected. These periods may also be accompanied by decreased consumer demand for SUVs or other vehicles and declining values of automobiles leased to lessees and lower realized residual values for repossessed and off-lease vehicles. Significant increases in the inventory of used automobiles, especially during periods of economic slowdown or recession, may also depress the prices at which repossessed or off-lease 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.

RISKS RELATING TO MACROECONOMIC, REGULATORY AND OTHER EXTERNAL FACTORS

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 lessees with respect to the leases. For example, lessees living in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on their leases. The auto dealerships and physical auctions that facilitate the disposition of the leased vehicles after lease end or repossession are also subject to disruption as a result of extreme weather and natural disasters, which could result in an inability to sell returned or 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 lessees are located, these risks would be exacerbated.

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 leases or the market value of the leased vehicles, which could result in losses or affect the timing of payments on your notes.

The risks of climate change described above may exacerbate other risks disclosed in this section. For more information, you should read “—Geographic concentration may result in more risk to you”, “—Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn”, “—Declines in the resale value of the leased vehicles may adversely affect the performance of the leases and your notes”, “—Vehicle recalls and customer satisfaction programs may adversely affect the performance of the leases and your notes”, “—High vehicle model concentrations may adversely affect the performance of the leases and your notes”,

 

25

“—Federal and state financial regulatory reform could have a significant impact on the origination trust, the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes” and “ —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”.

Recent and future economic developments may adversely affect the performance of the leases, 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 lessees’ payment obligations under other indebtedness incurred by the lessees, could adversely affect the ability and willingness of lessees to meet their payment obligations under the leases. Lessees may be unable to make timely payments or the servicer may elect to, or be required to, implement forbearance programs in connection with lessees 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 leases, 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, inflation and consumer confidence and spending and diminished availability of credit. In recent years, consumer prices in the U.S. have experienced steep 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 a lessee’s income growth fails to keep pace with the rising costs of goods and services, then such lessee may have less funds available to make payments on its lease, resulting in an increased risk of delinquency, default, repossession and loss on the lease. 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 leases.

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 leases could increase, which could result in losses on your notes. Additionally, an improvement in economic conditions could result in prepayments by the lessees of their payment obligations under the leases. 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 leases, and all of these factors could result in losses on your notes.

The risks of a significant global or regional event described above may exacerbate other risks disclosed in this section. For more information about the risks that are susceptible to a significant global or regional event, you should read “—Risks relating to the nature of the notes and the structure of the transaction—The timing of principal payments on your notes is uncertain”, “ —Overcollateralization may not increase as expected”, “—The absence of a secondary market for your notes, secondary market disruptions or a lack of liquidity in the secondary market may adversely affect the market value of your notes and/or limit your ability to resell your notes”, “—Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn”, “—Residual value losses may result in losses on your notes”, “—Declines in the resale value of the leased vehicles may adversely

 

26

affect the performance of the leases and your note”, “—Geographic concentration may result in more risk to you”, “—Federal and state financial regulatory reform could have a significant impact on the origination trust, the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes” and “—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” in this prospectus.

Federal and state financial regulatory reform could have a significant impact on the origination trust, 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:

 

•

created a framework for the liquidation of certain bank holding companies and other nonbank financial companies, determined to be “covered financial companies”, in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the U.S., and also for the liquidation of certain of their respective subsidiaries, defined as “covered subsidiaries”, in the event such a subsidiary also determined to be a “covered financial company” because it is, among other things, in default or in danger of default and the liquidation of such subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the U.S.;

 

•

created a new framework for the regulation of over-the-counter derivatives activities;

 

•

expanded the regulatory oversight of securities and capital markets activities by the SEC; and

 

•

created the Consumer Financial Protection Bureau (the “CFPB”), an agency responsible for, among other things, administering and enforcing the laws and regulations for consumer financial products and services and conducting examinations of large banks and their affiliates and certain non-bank financial services companies for purposes of assessing compliance with the requirements of consumer financial laws.

For more information about potentially applicable provisions of the Dodd-Frank Act, you should read “Material Legal Considerations—The Dodd-Frank Act” in this prospectus.

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 with comments due on 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 are pending before the U.S. Senate or nominees have not been identified, 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 (including the CFPB). Many of the current U.S. administration’s executive orders are being challenged in court, with initial requests for injunctions being granted, denied, or extended, and the ultimate

 

27

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.

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

In February 2022, the CFPB issued a compliance bulletin stating its position that automobile loan and lease 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 lease 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. Despite this withdrawal, it is possible that the CFPB would bring enforcement actions against securitization trusts holding assets secured by and related to the repossession of automobiles, such as the issuing entity, and servicers in the future. 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 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 reference pool or the servicer’s customary servicing practices and other servicing activities relating to the leases and leased vehicles included in the reference pool 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 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

 

28

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 had subsequently issued an order postponing the effective date while a legal challenge against the final rule was pending. On January 27, 2025, the U.S. Court of Appeals for the Fifth Circuit vacated the final rule on procedural grounds. At this stage, it is unclear whether the FTC will reissue the rule, particularly in light of the 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 leases and leased vehicles, 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 leases and leased vehicles pursuant to the transaction documents as described in “The Dodd-Frank Act—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.

RISKS RELATING TO THE TRANSACTION PARTIES

Stellantis Financial Services has limited captive finance operating history and lease termination and leased vehicle return, remarketing and disposition history, which may have an adverse effect on the leases and related leased vehicles in the reference pool and your notes.

Stellantis Financial Services commenced its operations as a captive finance company purchasing retail installment sales contracts from Chrysler^®, Dodge^®, Jeep^®, RAM^® and Alfa Romeo^® dealers in the U.S. under the Stellantis Financial Services’ brand in March 2022 and lease contracts from such dealers in September 2022. Stellantis Financial Services has had relatively few lease terminations (whether as a result of early termination, credit events or otherwise) and vehicle returns, and as a result had limited opportunities to remarket and dispose of returned leased vehicles. Stellantis Financial Services therefore has limited historical data with respect to its lease originations, managed lease pool performance (including residual value realization information) and 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. The performance of the leases and leased vehicles in the reference pool to date are likely not representative of future performance, which therefore, cannot be predicted with accuracy, and could result in losses on your notes.

Limited historical delinquency for Stellantis Financial Services’ portfolio of leases is provided in “The Sponsor’s Automobile Leasing Program—Portfolio Delinquency Information” in this prospectus, and limited information about [vintage originations][previous securitizations] is provided in Appendix A. Because Stellantis Financial Services has limited operating history and is continuing to grow, such historical delinquency and loss information may not be representative of the delinquency and loss performance of the reference pool because the delinquency

 

29

and loss information with respect to the managed lease portfolio set forth in this prospectus reflects a relatively unseasoned portfolio of leases and the denominator used for calculating delinquency and loss percentages is growing rapidly and therefore lowers the percentages relative to a more stable portfolio.

Moreover, information regarding residual performance and repossessions for Stellantis Financial Services’ portfolio of leases is not provided in this prospectus because of the lack of maturity of Stellantis Financial Services’ portfolio of leases and the limited lease terminations and vehicles returned to Stellantis Financial Services to date.

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.

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 CFPB (as defined below), 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 reallocation of leases. See “—Federal and state financial regulatory reform could have a significant impact on the origination trust, the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes” in this prospectus.

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 leases and therefore delinquencies and credit losses could increase. Similarly, if Stellantis Financial Services becomes unable to reallocate any leases and leased vehicles which do not comply with representations and

 

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warranties about the leases and leased vehicles made by Stellantis Financial Services (for example, representations relating to the compliance of the leases and leased vehicles 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 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. faced financial difficulties 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 a lessee’s default under the related lease.

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 leases, 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 lessees on the leases in the reference pool 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 leases in the reference pool, 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 reference pool 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.

 

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

The servicer is obligated to service the leases and leased vehicles in accordance with its customary practices. The servicer has discretion in servicing the leases and leased vehicles including the ability to grant payment extensions and to determine the timing 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 leases. Although the servicer’s customary practices at any time will apply to all leases and leased vehicles serviced by the servicer, without regard to whether a lease and related leased vehicle has been allocated to the reference pool, the servicer is not obligated to maximize collections from leases and leased vehicles. 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 leases and leased vehicles, 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 lessees. Payment extensions, other modifications to the leases or delays in initiating repossession activity may extend the scheduled lease end date, increase the weighted average life of any class of notes and reduce the yield on your notes. See “Reallocation of Leases and Leased Vehicles from the Reference Pool—Reallocation of Leases and Leased Vehicles for Servicer Actions” in this prospectus.

Delays in collecting payments could occur if Stellantis Financial Services is not the servicer.

If Stellantis Financial Services resigns or is terminated as servicer, the processing of payments on the leases, sales of returned or repossessed leased vehicles and information about collections could be disrupted or delayed. This may result in delayed payments on your notes. Stellantis Financial Services may be removed as servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described in “Servicing—Resignation and Termination of Servicer” in this prospectus.

The servicing fee may be insufficient to attract a replacement servicer.

If Stellantis Financial Services resigns or is terminated as servicer, the servicing fee, which is calculated as a fixed percentage of the total securitization value, may be insufficient to attract a replacement servicer or cover the actual cost of servicing the reference pool. In particular, the amount of the servicing fee will decline each month as the total securitization value declines but the cost of servicing each account will remain essentially fixed. This risk is greatest toward the end of a securitization transaction when a larger portion of collections will be attributable to sales of leased vehicles which have a higher cost of servicing than the collection and processing of monthly payments. A delay or inability to find a replacement servicer would disrupt or delay collection and other servicing activities on the leases and leased vehicles in the reference pool and could disrupt or delay reports to the noteholders and the indenture trustee and result in delayed payments or losses on your notes.

The servicer has discretion over the servicing of the leases and leased vehicles which could impact the amount or timing of funds available to make payments on your notes.

The servicer has discretion in servicing the leases and leased vehicles in the reference pool, including the ability to grant payment and term extensions and to determine the timing and method of collection, vehicle remarketing and whether or not to make a servicer advance. The manner in which the servicer exercises that discretion could have an impact on the amount or timing of collections on the reference pool and consequently on the amount or timing of payments received by the issuing entity on the exchange note. If the servicer determines not to advance funds, or if other servicing procedures impact the amount or timing of the collections on the leases and leased vehicles in the reference pool, you may experience delayed payments or losses on your notes.

 

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The servicer’s operational information systems and security systems could be affected by cybersecurity incidents, ransomware attacks and other disruptions that may result in losses on your notes.

The servicer relies on information technology networks and information systems, including mobile devices, some of which are managed by suppliers, to process, transmit, and store electronic information that is important to the servicing of the leases and leased vehicles. Despite devoting significant resources to its cybersecurity programs, the servicer is at risk for interruptions, outages, and compromises of operational information systems (including business, financial, accounting, product development, consumer leases or data processing), whether caused by a ransomware or other cybersecurity incident, security breach, or other reasons (e.g., a natural disaster, fire, acts of terrorism or war, or an overburdened infrastructure system). Such incidents could materially disrupt the servicer’s operational information systems, result in loss or unwilling publication of trade secrets or other proprietary or competitively sensitive information, or compromise the privacy of personal information of consumers, employees or others. Moreover, the servicer, its suppliers and Stellantis-franchised dealers have been the target of cybersecurity incidents, and such threats are continuing and evolving, which may cause cybersecurity incidents to be more difficult to detect for periods of time. The servicer’s networks could also be impacted by, or a cybersecurity incident may result from, the negligence or misconduct of insiders or third-parties who have access to the servicer’s networks and systems. The servicer employs capabilities, processes, and other security measures it believes are designed to detect, reduce and mitigate the risk of cybersecurity incidents and has requirements for its suppliers to do the same; however, the servicer may not be aware of all vulnerabilities, or might not accurately assess the risks of incidents, and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks, including the loss or disclosure of sensitive information. If the servicer experiences any interruptions or losses in its information processing capabilities, or experiences a ransomware or other cybersecurity incident, its ability to service the leases and leased vehicles may be materially and adversely affected, which may result in delayed payments or losses on your notes.

Failure by Stellantis Financial Services to reallocate leases and leased vehicles when required may result in delayed payments or losses on your notes.

Stellantis Financial Services and the depositor make representations regarding the leases and leased vehicles, including that their origination and servicing comply with U.S. federal and state consumer financial protection laws. If any of these representations are not true, it could adversely affect the collectability of the related leases. For instance, if the origination or servicing of a lease does not comply with U.S. federal and state consumer financial protection laws, the servicer may be prevented from or delayed in collecting amounts due on the lease. Stellantis Financial Services must reallocate leases and leased vehicles that breach any of these representations if such a breach materially and adversely affects the interests of the issuing entity in the lease and leased vehicle. Similarly, Stellantis Financial Services, as servicer, is required to reallocate from the reference pool leases and leased vehicles for which certain modifications have been made. If Stellantis Financial Services fails to reallocate, or the servicer fails to reallocate, the related leases and leased vehicles, you may experience delayed payments or losses on your notes.

For more details about consumer financial protection laws relating to the leases, you should read “Material Legal Considerations—Lease Contracts and Leased Vehicles—Consumer Financial Protection Laws” in this prospectus.

RISKS RELATING TO TAX TREATMENT OF THE NOTES, ISSUING ENTITY, AND CONTEMPLATED TRANSACTIONS

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.

 

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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 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—Original Issue Discount” in this prospectus.

Foreign Persons investing in notes could be treated as engaged in a U.S. trade or business for U.S. 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 not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a “non-U.S. person”) turns on a number of facts, including whether interest on the notes paid to or accrued by the non-U.S. person is effectively connected with the conduct of a trade or business within the U.S. by the non-U.S. person. The determination of whether a non-U.S. person is engaged in a trade or business within the U.S. with respect to its acquisition of debt is based on a highly factual analysis that takes into account all facts and circumstances relating to such non-U.S. person, which are necessarily unique to that non-U.S. person. No direct guidance expressly addresses which activities constitute being engaged in a trade or business within the U.S. or whether (or under which circumstances) the acquisition of newly issued debt, such as a note offered hereby, could give rise to a trade or business or could contribute to such a conclusion when coupled with other facts and circumstances. In addition, certain activities undertaken or performed by or for a non-U.S. person through agents and other third parties could be attributed to the non-U.S. person in determining whether the non-U.S. person is engaged in a trade or business within the U.S.. Furthermore, the precise contours of the so-called “securities trading safe harbor” under Section 864(b)(2) of the Internal Revenue 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, prospective investors are urged to consult their own tax advisors to determine their treatment under these rules in respect of the acquisition of a note and taking into account their own particular facts relating to such acquisition.

[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

 

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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 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

 

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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.

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.

 

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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.]

[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 “Description of 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

 

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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.

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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THE SPONSOR AND THE SERVICER

Stellantis Financial Services, Inc. (which we sometimes refer to as “Stellantis Financial Services”) will act as “sponsor” and as “servicer” of the transaction. 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^®, FIAT^® and Maserati^® dealers (referred to herein as “Stellantis-franchised dealerships”) in the U.S. 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. It also provides servicing for its 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.

The principal place of business of Stellantis Financial Services is at 5757 Woodway Drive, Suite 400, Houston, Texas 77057. Stellantis Financial Services will also act as the servicer.

Stellantis Financial Services, formerly known as First Investors Financial Services, has been operating in the automobile finance business in the U.S. since 1989 and securitized its first portfolio of motor vehicle loans in 2000. The experience of its affiliated origination trust in, and overall procedures for, originating or acquiring leases is described in “The Sponsor’s Automobile Leasing Program—Credit Underwriting” in this prospectus. No asset-backed securities securitizations sponsored by Stellantis Financial Services have experienced early amortizations, servicer replacement events or events of default. Neither Stellantis Financial Services nor any issuing entity can guarantee that there will not be any early amortizations, servicer replacement 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 underwritten the leases included in the reference pool that secure the exchange note to be assigned to the issuing entity. Stellantis Financial Services is responsible for servicing the leases included in the reference pool as described below. Stellantis Financial Services is also the administrator of the issuing entity.

The sponsor advances funds to the origination trust, its direct subsidiary, to finance its purchase of lease assets from motor vehicle dealerships in the U.S. in the ordinary course of its business. In its capacity as servicer, the sponsor services all lease assets owned by the origination trust pursuant to a servicing agreement. The sponsor services the lease assets owned by the origination trust at one or more regional centers using automated lease servicing and collection systems. The sponsor funds these lease finance activities in part through warehouse credit facilities, amortizing term loans and securitization transactions.

As Stellantis N.V.’s U.S. captive finance subsidiary, the sponsor’s business strategy includes increasing the amount of [new and used] Stellantis automobile sales by offering competitive financing programs. In addition to the lease financing product for [new and used] Stellantis vehicles that is offered exclusively to Stellantis-franchised dealerships in the U.S., the sponsor also offers automobile loans to consumers and businesses. The relationships with the Stellantis-franchised dealerships is maintained by the sponsor through its regional credit centers and market representatives (dealer relationship managers).

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

[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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[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.]

THE SPONSOR’S AUTOMOBILE LEASING PROGRAM

General

Marketing

The sponsor is an indirect originator of lease assets that focuses its marketing activities on Stellantis-franchised dealerships. The sponsor’s relationships with dealerships are actively monitored with the objective of maximizing the volume of lease applications received from each dealer that meet the sponsor’s underwriting standards and profitability objectives. Because the sponsor maintains non-exclusive relationships with dealerships, when a customer seeks to lease a vehicle from a dealer, the dealer retains discretion to determine whether to obtain financing for that particular lease asset from the sponsor or from another financing source. The sponsor’s representatives regularly contact and visit dealerships to solicit new business and to answer any questions dealerships may have regarding the sponsor’s lease financing programs and capabilities. To increase the effectiveness of these contacts, marketing personnel have access to the sponsor’s management information systems which detail current information regarding the number of lease applications submitted by a dealer, the sponsor’s response and the reasons why any particular lease application was rejected.

Lease assets purchased by the origination trust are generally purchased without recourse to the related dealer. However, the dealer typically makes certain representations as to the validity of the leases and compliance with certain laws, and indemnifies the sponsor against any claims, defenses and set-offs that may be asserted against the sponsor because of assignment of the lease or the condition of the related leased vehicle. Recourse based upon those representations and indemnities would be limited in circumstances in which the dealer has insufficient financial resources to perform upon such representations and indemnities. The sponsor does not view recourse against the dealer on these representations and indemnities to be of material significance in its decision to have the origination trust purchase lease assets from a dealer. Dealerships have no liability to the origination trust or the sponsor for lessee defaults on the leases.

Origination Network

The origination trust uses funds borrowed from the sponsor to purchase lease assets, which are comprised of completed leases entered into between lessees and motor vehicle dealerships and the related leased vehicles. When a lessee leases a vehicle from a dealer, the lessee and the dealer agree on the terms of the lease based on available lease programs and other related products. If the lessee elects to lease the vehicle through the dealer, the lessee and the dealer decide on the lease term and mileage allowance, in conjunction with the sponsor’s residual value and payment terms for the lease. The sponsor then makes credit and purchase decisions regarding each lease asset on behalf of the origination trust pursuant to the sponsor’s underwriting guidelines and credit scoring models.

The sponsor’s origination platform provides specialized focus on marketing and financing programs and underwriting leases. Responsibilities are segregated so that the sales group markets the programs and products to Stellantis-franchised dealerships, while the credit underwriting group focuses on underwriting, negotiating and closing lease applications submitted by those dealerships. All credit analysts are aligned with dealers located in specific geographic regions. Dealer relationship managers are aligned with dealerships and credit underwriting teams in specific geographic regions and work remotely in their service area. The sponsor believes that the personal relationships its credit analysts and dealer account representatives establish with the dealer’s staff are an important factor in creating and maintaining productive relationships with its dealer customer base.

The sponsor selects markets for regional credit centers based upon numerous factors, most notably proximity to the geographic markets and dealerships it seeks to serve and availability of qualified personnel.

 

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Dealer relationship managers typically work from a home office but are aligned with a specific group of dealers based on geographic locations. Dealer relationship managers solicit dealerships for applications and maintain relationships with the dealerships in their geographic vicinity, but do not have responsibility for credit approvals. The sponsor believes the local presence provided by the dealer relationship managers enables it to be more responsive to dealer concerns and local market conditions. Applications solicited by the dealer relationship managers are typically underwritten at the regional credit centers. The dealer relationship managers are compensated with base salaries and incentives based on total company results. The dealer relationship managers report to regional sales managers who report to one of two managing directors who cover the East and West United States. These managing directors report to a senior managing director responsible for sales and marketing of the sponsor’s lending products.

Manufacturer Relationship

The sponsor coordinates with FCA US LLC (“FCA US”), Stellantis’ U.S.-based manufacturing subsidiary, to establish marketing programs for lease products. These programs serve the sponsor’s goal of increasing new loan and lease originations and Stellantis’s goal of making credit more available and more affordable to consumers purchasing vehicles manufactured by Stellantis. Such programs may include subvention programs, under which the manufacturer provides the sponsor cash payments in order for the sponsor to offer lower customer payments on lease agreements and retail loan contracts that it purchases from the manufacturers’ dealership network. Subvention programs may be structured as special-rate financing programs available through the sponsor to customers leasing [new and used] Stellantis vehicles or as support payments used to adjust residual components of the lease agreement. Under such subvention programs, the sponsor determines the appropriate amount to charge FCA US for the vehicles contracted under a specific subvented program; considering the subvented rate, supported residual value and contract term as well as an applicant’s risk profile. The combined subvented support payments are paid by FCA US directly to the sponsor and do not constitute cashflow that is available to satisfy amounts due on the exchange note or any notes.

Credit Underwriting

The sponsor utilizes empirical credit scoring models and underwriting guidelines to achieve a given business strategy for lease originations. Failure to be automatically approved through auto-decisioning does not mean that an application does not meet Stellantis Financial Services’ underwriting guidelines. These guidelines are dependent upon risk tolerances which may, and often do, change depending on many different factors including, but not limited to, the sponsor’s strategic objectives; general market demand for lease finance; the sponsor’s access to, and the cost to the sponsor of, financing to support its lease originations; the general economic environment; consumer credit trends; and the volatility in used car pricing. The sponsor reviews profitability metrics on a consolidated basis, as well as at the lease levels. The following paragraphs discuss in more detail the sponsor’s proprietary credit scoring system, underwriting guidelines and the underwriting process.

Underwriting leases is largely an automated process. The sponsor utilizes a proprietary credit scoring system that produces a statistical assessment of each proposed lessee that is used to differentiate among credit applications and to statistically rank-order credit risk in terms of expected default rates. The credit scoring system incorporates data contained in the lessee’s credit application, credit bureau report and other third-party data sources, together with information about the proposed lease financing to the lessee. For example, the sponsor might decline to enter into a lease agreement with a consumer who has a relatively low credit score because that could indicate a higher probability of the lessee defaulting on a lease made to such lessee. However, while the sponsor employs a credit scoring system in the credit approval process, credit scoring does not eliminate the credit risk that individual lessees may nonetheless default on their obligations under their leases. Adverse changes in certain macroeconomic factors after origination could also negatively affect the overall credit performance of the sponsor’s lease portfolio.

In addition to the proprietary credit scoring system described above, the sponsor also utilizes other underwriting guidelines when determining whether to originate a particular lease. These underwriting guidelines are comprised of numerous evaluation criteria which may be used in total or in part, including (i) identification and assessment of the applicant’s willingness and capacity to repay the lease, including consideration of credit history and performance on past and existing obligations; (ii) credit bureau data; (iii) collateral identification and valuation; (iv) payment, loan-to-value and debt ratios; (v) employment, income and residency verifications, as considered

 

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appropriate; (vi) alternative data sources; and (vii) in certain cases, the creditworthiness of a co-lessee. These underwriting guidelines, and the minimum credit risk profiles of applicants that can be approved based on the rank-ordering determined by the credit scoring system described above, are subject to change from time to time based on economic, competitive and capital market conditions as well as the sponsor’s overall origination strategies.

The sponsor originates leases through its credit analysts assigned to dealer geographic regions. Underwriting personnel have a specific credit authority based upon their experience and established credit scoring parameters. More experienced analysts are assigned higher approval levels. If the suggested application attributes and characteristics exceed a credit analyst’s credit authority or if an exception to the sponsor’s underwriting guidelines must be considered, the lease application is systemically escalated to a more senior underwriter with a higher level of approval authority. Authorized senior underwriting officers may approve any lease application notwithstanding the underwriting guidelines as part of the overall underwriting process. Although the credit approval process is decentralized, the sponsor’s application processing system includes controls designed to ensure that credit decisions comply with the sponsor’s current credit scoring strategies and underwriting policies and procedures, including approval authorities.

The lease application packages that are completed by prospective lessees as part of the sponsor’s underwriting review process are received by the sponsor electronically, through web-based platforms that automate and accelerate the financing process. Upon receipt or entry of application data into the sponsor’s application processing system, a credit bureau report and other third-party data sources are automatically accessed and the sponsor’s proprietary credit score for the proposed lessee is computed.

Once the final financing terms for a lease are established, the lease application is assigned a final proprietary credit score by the credit scoring system, and a credit decision to approve or reject the lease application is made either through an automated system or by a credit analyst or personnel with the required level of authority. Dealerships are contacted regarding credit decisions electronically. Declined applicants are also provided with appropriate notification of the decision.

For any lease assets that are approved for origination by the sponsor and that are identified for purchase by the origination trust, completed lease packages are sent to the sponsor by the related dealer. Lease documentation is scanned to create electronic images and electronically forwarded to the sponsor’s regional lease processing department. A lease processing representative verifies certain contract and application information as appropriate. Lease terms, insurance coverage and other information may then be verified or confirmed with the customer or a third party. The originals of certain critical lease documents are subsequently sent to the sponsor, and the sponsor contracts with a third party to maintain the original lease documents on the sponsor’s behalf.

Once a lease application has been approved and the origination process has been completed, the sponsor can direct the origination trust to purchase the related lease asset. The dealer signs an assignment agreement representing that it made all required disclosures to the lessee and that all such disclosures made by the dealer were complete and correct. For disclosures the sponsor cannot review because the error would not be apparent in the lease itself, it relies on the representations made by the dealer in the assignment agreement. The assignment agreement requires the dealer to apply immediately for a certificate of title for the leased vehicle naming the origination trust as the owner of the leased vehicle and naming the collateral agent as secured party. The sponsor reviews each certificate of title that it subsequently receives to confirm that the origination trust is identified as the leased vehicle’s owner and that the collateral agent’s security interest in the leased vehicle is properly noted.

Following the purchase of the leases by the origination trust, the sponsor’s credit review department analyzes a sample of leases to determine whether underwriting personnel exercised appropriate judgment consistent with the sponsor’s underwriting guidelines, authorization levels and overall corporate strategy.

The sponsor uses programs developed and maintained by service providers that allow the sponsor to complete the entire contracting process electronically. As of the [statistical] cutoff date, approximately [•]% of the leases in the [statistical] reference pool (based on the initial total securitization value calculated using the securitization rate) were originated as electronic automobile leases. Leases that are created electronically are electronically signed by the related lessees and are stored in an electronic vault that is maintained by a third-party to facilitate the process of creating and storing those electronic leases. The third-party system uses a combination of

 

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technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic lease as being the single authoritative copy of the lease; (ii) manage access to and the expression of the authoritative copy; (iii) identify the sponsor as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record. The sponsor typically does not maintain physical copies of any electronic leases.

Servicing of Lease Assets

The sponsor, in its role as servicer, is responsible for servicing all of the leases owned by the origination trust, including the leases that are assigned to each designated reference pool. The sponsor’s servicing activities, either conducted by the sponsor or unaffiliated third party vendors, include collecting and processing lessee payments; responding to lessee inquiries; tracking insurance on the leased vehicles; initiating contact with lessees who are delinquent in payment; arranging for the repossession of leased vehicles; liquidation of leased vehicles; pursuit of deficiencies when appropriate; and management of the end of lease process. As servicer, the sponsor will also prepare monthly investor reports, provide payment instructions to the indenture trustee and prepare annual compliance reports. The sponsor has been the servicer for its private lease securitization warehouse facilities program in the U.S. since its start in 2022. None of the warehouse facilities in this program have experienced an event of default.

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

The sponsor has elected to utilize a non-affiliated third party to perform certain lease servicing activities, including statement rendering, payment processing, taxes/tolls/fines assessment and customer service functions and to maintain records for all leases, track application of payments and maintain relevant information on the lessees and account status. The sponsor also engages vendors, which may be affiliates, to perform some servicing processes. These processes include processing monthly lockbox payments from lessees, providing telephonic and internet payment systems, imaging lease documents, providing lessee communications and notifications, communicating with lessees in languages other than English and performing data entry and administrative functions. The sponsor requires vendors to follow processes set by the sponsor or agreed to between the sponsor and the vendor and regularly monitors them for compliance. Vendors do not have the discretion to make decisions that would materially affect agreed-upon processes, amounts collected or the timing for amounts applied to lessee accounts. The sponsor believes these vendors could be replaced, if necessary, including the assumption of certain activities by the sponsor. Some vendors perform their services from locations outside the U.S.

At the time of the origination of any lease, each leased vehicle is required to be covered by a comprehensive and collision insurance policy in accordance with the sponsor’s customary servicing procedures. Approximately twenty-one (21) days before a lessee’s monthly payment due date, the sponsor mails the lessee a billing statement directing the lessee to mail payments to a lockbox provider. Payment receipt data is electronically transferred from the lockbox provider for posting to the sponsor’s accounting system. Payments may also be received from lessees via electronic transmission of funds. Customer service is performed through the non-affiliated third party’s operations center in New York.

Collections

Once a contractual lease payment reaches eleven (11) days delinquent from the payment date, the sponsor assumes collection activities on the account utilizing collections personnel located predominantly in Dallas, Texas. Various collections methods are used including a predictive dialing system to make telephone calls to lessees in the early stages of delinquency. The predictive dialer is a computer-controlled telephone dialing system that simultaneously dials phone numbers of multiple lessees from a file of records extracted from the sponsor’s database. Once a connection is made to the automated dialer’s call, the system automatically transfers the call to a collector and the relevant account information to the collector’s computer screen. By eliminating the time spent on attempting to reach lessees, the system gives a single collector the ability to contact a larger number of lessees daily.

 

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Once an account reaches a certain level of delinquency, the account moves to one of the sponsor’s advanced collection teams. The objective of these collectors is to resolve the delinquent account. The sponsor may repossess a leased vehicle if an account is deemed uncollectible; the leased vehicle is deemed to be in danger of being damaged, destroyed or hidden; the sponsor determines that the lessee is dealing in bad faith; or the lessee voluntarily surrenders the leased vehicle to the sponsor.

Repossessions

Repossessions are subject to prescribed legal procedures, which include peaceful repossession, one or more lessee notifications, a prescribed waiting period prior to disposition of the repossessed leased vehicle and return of personal items to the lessee. Some jurisdictions provide the lessee with reinstatement or redemption rights. Legal requirements, particularly in the event of bankruptcy of the lessee, may restrict the sponsor’s ability to repossess a vehicle or dispose of the repossessed leased vehicle. All repossessions must be approved by designated collections and repossession personnel. The sponsor engages independent repossession firms to handle repossessions. Upon repossession and after any prescribed waiting period, the repossessed leased vehicle is sold at auction. The proceeds from the sale of the leased vehicle at auction, and any other recoveries, are credited against the remaining balance outstanding under the related lease. Auction proceeds from sale of the repossessed vehicle and other recoveries may not be sufficient to cover the remaining balance outstanding under the related lease, and the resulting deficiency is written-off. The sponsor pursues collection of deficiencies when it deems such action to be appropriate.

The sponsor’s policy is to charge off an account in the month in which the account becomes one-hundred twenty (120) days contractually delinquent if it has not yet repossessed the related leased vehicle, or 180 days from the due date if the lease is in bankruptcy. The sponsor also charges off accounts when the leased vehicle is repossessed. The charge-off amount reflects the full carrying value of the lease asset outstanding. In cases where the leased vehicle has been repossessed before the lease is 120 days or more delinquent, the charge off represents the difference between the estimated net sales proceeds and the amount of the delinquent lease, including rental income. Accounts in repossession that have been written-off are removed from lease receivables on the sponsor’s consolidated balance sheet and the related repossessed leased vehicles are included in other assets at net realizable value on the consolidated balance sheet pending disposal.

Leased Vehicle Residual Values and Return Rates

The sponsor projects expected residual values and return volumes of the leased vehicles the origination trust owns. Actual proceeds realized upon the sale of returned leased vehicles at lease termination may be lower than the amount projected, which reduces the profitability of the lease transaction to the sponsor. Economic and market conditions can affect the value of the returned leased vehicles. Such factors include general economic environment, degree of new and used vehicle demand, and vehicle specific factors such as the perceived quality, safety or reliability of returned vehicles. All of these, alone or in combination, have the potential to adversely affect the profitability of the sponsor’s lease program and financial results.

Valuation of Automobile Lease Assets and Residuals

The origination trust is consolidated with the sponsor for accounting purposes and the sponsor accounts for the origination trust’s investments in lease assets as operating leases. In accounting for operating leases, the sponsor must make a determination at the beginning of the lease agreement of the estimated realizable value (i.e., residual value) of the leased vehicle at the end of the lease. Due to the manufacturer’s ability to support residual values, the customer’s “contract residual value” (as defined in the Glossary), which is the residual value that is set forth in the lease agreement, may not represent the sponsor’s estimate of the market value of the leased vehicle at the end of the lease term. The sponsor uses the residual value forecasts published in independent industry guides that are used in the automotive finance industry, such as Automotive Lease Guide, or “ALG”, along with its proprietary internal residual forecasting models as the basis for the contract residual value. At no time, will the estimated residual value exceed the customer’s contract residual value. The lessee is obligated to make payments during the term of the lease for the difference between the purchase price of the leased vehicle and the related contract residual value, plus an implied annual percentage rate or money factor. However, since the lessee is not obligated to purchase the leased vehicle at the end of the lease term, the sponsor is exposed to a risk of loss to the extent the value of the leased vehicle at the end of the lease term is below the residual value set at the related lease’s inception. The sponsor will

 

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periodically perform a detailed review of the estimated realizable value of leased vehicles to assess the appropriateness of the carrying value of lease assets for its own accounting purposes, but no such adjustment to the carrying value will impact the securitization value of, or recoveries with respect to, any lease assets assigned to a reference pool.

To account for residual risk, the sponsor depreciates automobile operating lease assets to their estimated realizable value on a straight-line basis over the related lease term. The estimated realizable value of a lease is initially based on the contract residual value (minus residual subvention/enhancement) established at the lease’s inception. Over the life of the lease, the sponsor evaluates the adequacy of the estimate of the realizable value and may make adjustments to the extent the expected value of the leased vehicle at termination changes. Any such adjustments would result in a change in the depreciation rate of the lease asset for the sponsor’s accounting purposes but would not impact the securitization value of, or recoveries with respect to, any lease assigned to a reference pool.

End of Lease Process

Approximately six (6) months prior to a lease’s scheduled end date, the sponsor will notify the lessee of the current scheduled lease end date, the lessee’s options, obligations at lease end and the vehicle inspection process. At four (4) months prior to the scheduled lease end date, the sponsor will again notify the lessee of the current scheduled lease end date and summarize the end-of-term-process. The sponsor will continue to contact the lessee until an end of lease intention is confirmed. The dealer through which the lessee obtained the lease and/or the sponsor may also contact the lessee near the current scheduled lease end date to determine whether at the end of the lease the lessee intends to purchase the leased vehicle or to return the leased vehicle.

Because all leases are closed end leases, the origination trust, not the lessee, assumes the residual risk on the leased vehicle. The lessee may purchase the leased vehicle at lease end by paying the purchase price stated in the lease agreement, which equals the contract residual value determined at origination of the lease, plus any fees and all other amounts owed under the lease. If the lessee decides not to purchase the leased vehicle, the lessee must return it to the dealer by the lease’s current scheduled lease end date. The servicer may agree to grant term extensions up to the number of months permitted by the servicer’s then-current servicing standards (which the servicer does not expect to exceed 12 months, in any case), in which case the maturity date on their lease agreement is extended, and the lessee is responsible for additional monthly payments until the leased vehicle is returned or purchased.

If the lessee plans to return the leased vehicle, the vehicle is inspected to determine its current condition. An inspection may occur up to sixty (60) days prior to the current scheduled lease end date. The sponsor utilizes technology to allow the consumer to submit photos and a video of the leased vehicle through software provided to the lessee by the sponsor. The software utilizes algorithms and artificial intelligence to identify any vehicle damage and excess wear and tear. In addition, the sponsor expects to supplement this self-inspection by utilizing a physical inspection conducted by a third-party inspection company engaged by the sponsor. After the inspection is complete, the lessee is typically provided the results of the vehicle inspection and the amount the lessee would owe, in lieu of repairs, for excess wear and use on the leased vehicle. If the vehicle inspection is not completed before the vehicle is returned, the vehicle will be inspected shortly after it is returned. The sponsor utilizes its proprietary online grounding tool to expedite the lease turn-in process.

The sponsor seeks to maximize net sale proceeds, which equal gross auction proceeds less expenses such as auction fees and costs for reconditioning and transporting the leased vehicles. The sponsor sells returned leased vehicles through its exclusive online channel, which is available to the grounding dealer and other Stellantis-franchised dealerships prior to broader dealer access and if necessary by disposition through the sponsor’s nationwide wholesale auction partners.

When a vehicle is sold after being returned at the end of the lease, there will be a residual gain on the vehicle if the net sale proceeds of the vehicle are greater than the vehicle’s estimated residual value as determined upon origination of the related lease agreement. Conversely, there will be a residual loss on the vehicle if the net sale proceeds of the vehicle are less than the vehicle’s estimated residual value as determined upon origination of the related lease agreement.

 

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Early Termination and Pull-Ahead Programs

A lessee has the right to terminate the lease prior to the original scheduled maturity date provided that the lessee is not in default under the lease. For early terminations, the lessee will be required to pay, unless required otherwise by state or federal law, the lesser of (i) all remaining monthly payments due or past due under the lease plus any official fees and taxes, plus any excess wear and use and excess mileage, if applicable or (ii) the amount by which all remaining monthly payments due under the lease plus the contract residual value under the lease exceeds the net sale proceeds received when the leased vehicle is sold. The lessee will also be obligated to pay any early termination charges permitted under the lease and, in certain cases, a turn-in fee. A lessee may also terminate a lease and purchase the related leased vehicle at any time by paying all remaining monthly payments due under the lease and the contract residual value.

In addition, Stellantis Financial Services may offer lease pull-ahead program incentives for select customers to lease [new or used] vehicles to lessees whose lease contracts are nearing expiration. These pull-ahead program incentives may include a waiver of one or more monthly payments otherwise payable under the related lease. Such pull-ahead programs are expected to promote customer loyalty by offering attractive early termination options and to provide lessees with an incentive to purchase or lease another [new or used] Stellantis-branded vehicle. Pull-ahead programs may also be used to shift vehicles out of peak terminating months and to increase the number of off-lease vehicles that are sold or auctioned during those months in which the purchase price for off-lease vehicles tends to be higher. However, an early termination in any collection period under a pull-ahead program with respect to any lease allocated to the reference pool will not be permitted unless the pull-ahead amount for such lease is received by the issuing entity as exchange note available funds not later than the related payment date. The “pull-ahead amount” means, with respect to any lease allocated to the reference pool, an amount equal to (a) the sum of (i) any due and unpaid payments under such lease, plus (ii) the monthly payment amount times the number of monthly payments not yet due with respect to such lease, minus (b) any unearned rent charges calculated under the scheduled actuarial method under such lease.

Risk Management

The sponsor’s portfolio risk management function is responsible for monitoring the lease approval process and supporting the supervisory role of senior operations management. Key variables, such as lease applicant data, credit bureau and credit score information, lease structures and terms and payment histories are tracked. The portfolio risk management department also regularly reviews the performance of the sponsor’s credit scoring system and is responsible for the development and enhancement of the sponsor’s credit scoring system.

The sponsor’s underwriting guidelines and credit decisioning models are regularly modified and updated. Post-funding credit performance is also monitored and analyzed by the sponsor’s portfolio risk management department to determine if any process changes are required depending on the sponsor’s strategic objectives and/or economic conditions. Additionally, key variables such as lease applicant data, credit bureau and credit score information, lease structures and terms and payment histories are tracked by the sponsor. The sponsor’s portfolio risk management department regularly monitors the credit scoring system that it utilizes to evaluate lessee applications by tracking actual performance versus projected performance by credit score. The sponsor expects to periodically revise and refine its proprietary credit scoring system based on new information, including identified correlations between portfolio performance and data obtained in the underwriting process. Credit performance reports track lease portfolio performance at various levels of detail including total company, region and dealership. Various monthly reports and analytical data are also generated to monitor credit quality as well as to refine the structure and mix of new lease originations. All of this ongoing analysis is regularly reviewed and analyzed by the sponsor to aid it in adjusting its lease origination processes and decisioning.

The sponsor’s centralized quality control department conducts regular targeted reviews of, and provides recurring reporting and monitoring of, new originations, including lease originations. The primary objectives of the reviews are to identify risks and associated controls, to measure compliance with the sponsor’s written policies and procedures and to examine the credit decisions that are generated during the origination process.

 

46

Use of Origination Trust; Financing Purchases of Leases by Origination Trust

Stellantis Financial Services uses an origination trust in its leasing business. The origination trust purchases leases entered into between lessees and motor vehicle dealers and the leased vehicles that are subject to those leases. The origination trust pays the purchase price of its leases and leased vehicles with funds contributed by, or advanced from, Stellantis Financial Services to, or on behalf of, the origination trust.

Stellantis Financial Services may request that the origination trust issue a term obligation evidenced by an “exchange note”.

Amounts due under outstanding exchange notes, including the exchange note issued for this securitization transaction, are secured by a single security interest in favor of the collateral agent, for the benefit of Stellantis Financial Services and the holder of an exchange note, on the leases and leased vehicles financed under the collateral agency and security agreement and proceeds of those leases and leased vehicles. Whenever a new exchange note is issued, certain leases and leased vehicles are allocated as a reference pool for that exchange note and generally only the collections on those leases and leased vehicles will be used to satisfy amounts due on that exchange note. For more information about the reference pool, you should read “Reference Pool” in this prospectus.

Under the collateral agency and security agreement, the security interest of the collateral agent in a leased vehicle and the net sale proceeds is released immediately before the sale of that vehicle. Stellantis Financial Services, as servicer, must deposit an amount equal to the net proceeds of the sale in the collection account under the servicing agreement.

Portfolio Delinquency Information

The following tables show Stellantis Financial Services’ delinquency information for its portfolio of leases, including leases in reference pools that Stellantis Financial Services continues to service, for [each indicated period] [each of the quarterly periods following inception of Stellantis Financial Services’ captive lease operations, starting with the [quarterly] period beginning on [•], 20[•]]. Delinquencies may be influenced by a variety of economic, social, geographic and other factors beyond the control of Stellantis Financial Services. It is not certain that the delinquency information of a particular pool of leases will be similar to the historical information shown below or that any trends shown in the tables will continue for any period. It is also uncertain that the historical delinquency information included in the table below will accurately predict or be similar to the performance of Stellantis Financial Services’ portfolio of leases or particular reference pools of leases in the near future, especially given the limited number of leases that have been originated and the limited length of time during which such leases have been originated.

DELINQUENCY EXPERIENCE^(1)(2)(3)(4)

 

[Quarter] Ending

[•], 20[•]

[•], 20[•]

[•], 20[•]

[•], 20[•]

[•], 20[•]

Principal Amount Outstanding

$[•]

$[•]

$[•]

$[•]

$[•]

Accounts Outstanding

[•]

[•]

[•]

[•]

[•]

Delinquencies(2)(3)

Units (%)

Amount (%)

Units (%)

Amount (%)

Units (%)

Amount (%)

Units (%)

Amount (%)

Units (%)

Amount (%)

30-59 Days

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

60-89 Days

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

90 or more days

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

Total 30+ Delinquencies

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

(1)	Data presented in the tables is based upon lease contract balances for [new and used] vehicles originated and serviced by Stellantis Financial Services. Commercial loans are not part of the data presented.

(2)	An account is considered delinquent if 10% or more of the scheduled monthly payment is past due.

(3)

Stellantis Financial Services’ policy is to charge off an account in the month in which the account becomes one-hundred twenty (120) days contractually delinquent if it has not yet repossessed the related leased vehicle, or 180 days from the due date if the lease is in bankruptcy. The sponsor also charges off accounts when the leased vehicle is repossessed. The charge-off amount reflects the full carrying value of the lease asset outstanding. In cases where the leased vehicle has been repossessed before the lease is 120 days or more delinquent, the charge off represents the difference between the estimated net sales proceeds and the amount of the delinquent lease, including rental income.

(4)	Balances and percentages may not add to total due to rounding.

 

47

Delinquencies. Delinquency trends for Stellantis Financial Services’ portfolio of leases can be affected by extrinsic events and Stellantis Financial Services’ response to such events, as well as by business cycles and auction values for used vehicles.

Delinquency trends for Stellantis Financial Services’ portfolio of leases can also be affected by cyclical events like the business cycle, seasonal trends such as auction values and other variables.

Delinquencies are shown as a percentage of Stellantis Financial Services’ lease portfolio in the table above. The delinquency percentages for a particular pool of leases originated in any period may differ from the portfolio percentages shown in the table above.

NET LOSS AND REPOSSESSION EXPERIENCE⁽¹⁾

 

At [ ], 20[ ]

At [ ], 20[ ]

At [ ], 20[ ]

At [ ], 20[ ]

At [ ], 20[ ]

At [ ], 20[ ]

Dollar Amount of Accounts Outstanding

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

Average Dollar Amount of Accounts Outstanding(2)

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

Number of Accounts Outstanding

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

Average Number of Accounts Outstanding(2)

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

Number of Repossessed Accounts

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

Number of Repossessed Accounts as a percent of the Average Number of Accounts Outstanding(2)

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

Charge-Offs(3)

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

Recoveries(4)

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

[Net] Losses(5)

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

[Net] Losses as a percent of Average Contract Amount Outstanding(2)

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

(1)	Data presented in the tables is based upon lease contract balances for [new and used] vehicles originated and serviced by Stellantis Financial Services. Commercial loans are not part of the data presented.

(2)	An account is considered delinquent if 10% or more of the scheduled monthly payment is past due.

(3)

Stellantis Financial Services’ policy is to charge off an account in the month in which the account becomes one-hundred twenty (120) days contractually delinquent if it has not yet repossessed the related leased vehicle, or 180 days from the due date if the lease is in bankruptcy. The sponsor also charges off accounts when the leased vehicle is repossessed. The charge-off amount reflects the full carrying value of the lease asset outstanding. In cases where the leased vehicle has been repossessed before the lease is 120 days or more delinquent, the charge off represents the difference between the estimated net sales proceeds and the amount of the delinquent lease, including rental income.

(4)	Recoveries generally include the net amounts received with respect to accounts previously charged off.

(5)	Net Losses generally represent the total aggregate net outstanding balance of accounts determined to be uncollectible during the period less proceeds from the disposition of related vehicles, including net amounts received from customers.

 

48

RESIDUAL VALUE LOSS EXPERIENCE^(1)(2)(5)(6)

 

For the Twelve Months Ended [ ]

[ ]

[ ]

[ ]

[ ]

[ ]

[ ]

[ ]

Total Number of leased vehicles scheduled to terminate

Total ALG Residual on leased vehicles scheduled to terminate

$

$

$

$

$

$

$

Number of leased vehicles returned to Stellantis Financial Services(3)

%

Leased vehicles returned to Stellantis Financial Services Ratio(3)

%

%

%

%

%

%

%

Total Gain/(Loss) on ALG Residuals on leased vehicles returned to Stellantis Financial Services(4)

$

$

$

$

$

$

$

Average Gain/(Loss) on ALG Residuals on leased vehicles returned to Stellantis Financial Services(4)

$

$

$

$

$

$

$

Total ALG Residual on leased vehicles returned to Stellantis Financial Services

$

$

$

$

$

$

$

Total Gain/(Loss) on ALG Residuals on leased vehicles returned to Stellantis Financial Services as a Percentage of ALG Residuals of returned leased vehicles sold by Stellantis Financial Services(4)

%

%

%

%

%

%

%

Total Gain/(Loss) on ALG Residuals on leased vehicles returned to Stellantis Financial Services as a Percentage of ALG Residuals of leased vehicles scheduled to terminate(4)

%

%

%

%

%

%

%

Average Stated Residual Value Percentage of MSRP

%

%

%

%

%

%

%

Average ALG Residual Percentage of MSRP

%

%

%

%

%

%

%

Percentage Difference

%

%

%

%

%

%

%

(1)	[Leases are grouped by maturity date.]

(2)	[Includes new Alfa Romeo®, Chrysler®, Dodge®, FIAT®, Jeep®, and Ram® leases.]

(3)	[Excludes leases that have been terminated pursuant to a lease default, repossession, or vehicles in inventory.]

(4)	[Gain/Loss calculated as the sum of gross sales proceeds plus estimated excess wear & tear and excess mileage fee charged to lessees minus sum of ALG Residual.]

(5)	[Excludes single payer leases for which the lessee pays for the entire lease upfront with a single payment.]

(6)	[Balances and percentages may not add to total due to rounding.]

REFERENCE POOL

The following description of the reference pool summarizes parts of the transaction documents, including the exchange note purchase agreement, the servicing supplement, and the indenture. We will file a copy of the actual transaction documents with the SEC concurrently with or prior to the time we file the final prospectus with the SEC and forms of the transaction documents have been filed as exhibits to the registration statement of which this prospectus is a part.

 

49

Issuing Entity Assets

The primary asset of the issuing entity will be an exchange note issued by the origination trust to Stellantis Financial Services under the collateral agency and security agreement. The exchange note will be backed by a reference pool of car, light truck and utility vehicle leases and leased vehicles purchased by the origination trust from dealers, and not by any other lease assets in Stellantis Financial Services’ portfolio. On the closing date, the origination trust will issue the exchange note to Stellantis Financial Services, Stellantis Financial Services will sell the exchange note and other related assets to the depositor and the depositor will sell the exchange note and other related assets to the issuing entity. The issuing entity assets will be pledged by the issuing entity to the indenture trustee for the benefit of the noteholders.

The issuing entity assets will be:

 

•

the exchange note and all amounts paid or due on it after the cutoff date;

 

•

rights to funds and investments in bank accounts relating to the notes;

 

•

rights under the transaction documents, including:

 

•

rights for the reallocation of certain leases and leased vehicles, including ineligible leases; and

 

•

rights to credit enhancement for the notes; and

 

•

all proceeds of the above.

Selection of Reference Pool

The leases and leased vehicles in the reference pool were selected by Stellantis Financial Services from its U.S. portfolio of leases that met the selection criteria as of the [statistical] cutoff date using selection procedures that were not known or intended by Stellantis Financial Services to be adverse to the issuing entity. The selection criteria include that each lease and/or leased vehicle:

 

•

has an original term of not more than [•] months;

 

•

was a [new, used or a demonstration car], light truck or utility vehicle at the beginning of the lease;

 

•

is currently not more than [30 days] delinquent as of the cutoff date (Stellantis Financial Services considers a lease delinquent if more than a specified amount of a monthly payment is overdue (currently [10]% of a monthly payment, although such amount may change from time to time as provided in Stellantis Financial Services’ servicing procedures)) although it may have been more than 30 days delinquent in the past;

 

•

the lessee is not listed on the servicer’s records as the U.S. or any state thereof or any local government, or any agency, department, political subdivision or instrumentality of the U.S. of any state thereof of any local government; and

 

•

the lessee of which is not shown on Stellantis Financial Services’ records as being subject to a bankruptcy proceeding as of the cutoff date.

 

50

[Exceptions to Underwriting Criteria]

[None of the leases in the pool were originated with exceptions to Stellantis Financial Services’ written underwriting guidelines.] [Approximately [__] leases, representing [__]% of the total securitization value, 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 leases that represent an exception to the underwriting criteria in the asset pool in accordance with Item 1111(a)(8)  of Regulation AB.]

Composition of the [Statistical] Reference Pool [as of the Statistical Cutoff Date]

The following tables show information about the composition of the [statistical] reference pool and the characteristics of the leases and leased vehicles in the [statistical] reference pool as of the [statistical] cutoff date, which is [•], 20[•]. Such information has been prepared based on a securitization rate equal to [•]%. [The portfolio of leases and related leased vehicles to be allocated to the reference pool on the closing date will be the same leases included in the statistical reference pool described in this prospectus as of the statistical cutoff date except for those leases (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 lease 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 cutoff date.][The portfolio of leases and related leased vehicles to be allocated to the reference pool on the closing date may vary from the leases and leased vehicles in the statistical reference pool described in this prospectus because the reference pool will be selected from leases and related leased vehicles (i) in the statistical reference pool, (ii) originated after the statistical cutoff date, (iii) originated prior to the statistical cutoff date but that were not included in the statistical reference pool and/or (iv) 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, which, in each case, satisfy the eligibility criteria as of the cutoff date.]] See “Risk Factors—Risks Relating to the Nature of the Notes and the Structure of the Transaction—This prospectus provides information regarding the leases and related leased vehicles in the [statistical] reference pool as of the [statistical] cutoff date, which may differ from the characteristics of the leases and related leased vehicles in the reference pool on the closing date”.

[As of the close of business on the [statistical] cutoff date, the total securitization value of the [statistical] reference pool described in this prospectus was $[•]. The total securitization value of the portfolio of leases and related leased vehicles allocated to the reference pool on the closing date will be $[•].]

[The characteristics of the portfolio of leases and related leased vehicles allocated to the reference pool on the closing date may vary somewhat from the characteristics of the portfolio of leases and related leased vehicles in the [statistical] reference pool described in this prospectus as of the [statistical] cutoff date, although such variance will not be material.]

 

51

Characteristics of the [Statistical] Reference Pool

As of the [Statistical] Cutoff Date

Certain characteristics of the statistical reference pool as of the [statistical] cutoff date will be as follows:

 

Number of Leases:			[•]
Total Aggregate Securitization Value(1):		$	[•]
Average Securitization Value(1):		$	[•]
Range of Securitization Values(1):		$	[•] to $[•]
Aggregate Base Residual Value:		$	[•]
Average Base Residual Value:		$	[•]
Range of Base Residual Values:		$	[•] to $[•]
Aggregate Base Residual Value as a Percentage of Total Securitization Value(1):			[•]	%
Aggregate Discounted Base Residual Value as a Percentage of Total Securitization Value(1):			[•]	%
Discounted Base Residual Value as a Percentage of MSRP:			[•]	%
Weighted Average Original Term(2):			[•]
Range of Original Terms:			[•] months to [•] months
Weighted Average Remaining Term(2):			[•]
Range of Remaining Terms:			[•] months to [•] months
Weighted Average Seasoning(2)(3):			[•]
Range of Seasoning(3):			[•] months to [•] months
Weighted Average FICO® Score(2)(4)(5):			[•]
Range of FICO® Scores(4)(5):			[•] to [•]

 

(1)	Based on the securitization value as of the [statistical] cutoff date.

(2)	Weighted average by securitization value as of the [statistical] cutoff date.

(3)	Seasoning refers to the number of months elapsed since origination of the leases.

(4)	FICO® is a federally registered trademark of Fair Isaac Corporation.

(5)	FICO® scores are calculated as of the origination of the related leases.

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

As of the [Statistical] Cutoff Date

The distribution of the leases in the [statistical] reference pool by FICO^® score as of the [statistical] cutoff date will be as follows:

 

FICO® Score(1)

Aggregate Securitization Value(2)(3)

Percentage of Initial Total Securitization Value(2)(4)

Number of Leases

Percentage of Total Number of Leases(4)

[•] to [•]

$

[

•]

[

•]%

[

•]

[

•]%

[•] to [•]

[

•]

[

•]

[

•]

[

•]

[•] to [•]

[

•]

[

•]

[

•]

[

•]

[•] to [•]

[

•]

[

•]

[

•]

[

•]

[•] to [•]

[

•]

[

•]

[

•]

[

•]

[•] to [•]

[

•]

[

•]

[

•]

[

•]

[•] to [•]

[

•]

[

•]

[

•]

[

•]

Total

$

[

•]

100.0

0%

[

•]

100.

00%

(1)

FICO® is a federally registered trademark of Fair Isaac Corporation. The FICO® score information in the table above was obtained at origination of the applicable lease and does not reflect the FICO® scores of the related lessee as of the [statistical] cutoff date. A FICO® score is a measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus to assess credit risk. FICO® scores should not necessarily be relied upon as a meaningful predictor of the performance of the leases.

(2)	Based on the securitization rate.

(3)	Sum of securitization values may not equal the initial total securitization value due to rounding.

(4)	Sum of percentages may not equal 100% due to rounding.

 

52

Distribution of the Leases in the [Statistical] Reference Pool by Geographic Location

As of the [Statistical] Cutoff Date

The distribution of the leases in the [statistical] reference pool by state as of the [statistical] cutoff date will be as follows:

 

State(1)

Aggregate Securitization Value(2)(3)

Percentage of Initial Total Securitization Value(2)(4)

Number of Leases

Percentage of Total Number of Leases(4)

[•]

$

[

•]

[

•]%

[

•]

[

•]%

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

[•]

[

•]

[

•]

[

•]

[

•]

Other(5)

[

•]

[

•]

[

•]

[

•]

Total

$

[

•]

100.00

%

[

•]

100.00

%

(1)	Based on the billing address of the lessee on the lease as of the [statistical] cutoff date.

(2)	Based on the securitization rate.

(3)	Sum of securitization values may not equal the initial total securitization value due to rounding.

(4)	Sum of percentages may not equal 100% due to rounding.

(5)	“Other” represents the aggregate of states individually representing less than [•]% of the initial total securitization value (based on the securitization rate).

 

53

Distribution of the Leases in the [Statistical] Reference Pool by Original Term

As of the [Statistical] Cutoff Date

The distribution of the leases in the [statistical] reference pool by original term as of the [statistical] cutoff date will be as follows:

 

Original Term

Aggregate Securitization Value(1)(2)

Percentage of Initial Total Securitization Value(1)(3)

Number of Leases

Percentage of Total Number of Leases(3)

[•] months to [•] months

$

[

•]

[

•]%

[

•]

[

•]%

[•] months to [•] months

[

•]

[

•]

[

•]

[

•]

[•] months to [•] months

[

•]

[

•]

[

•]

[

•]

[•] months to [•] months

[

•]

[

•]

[

•]

[

•]

[•] months to [•] months

[

•]

[

•]

[

•]

[

•]

Total

$

[

•]

100.00

%

[

•]

100.00

%

(1)	Based on the securitization rate.

(2)	Sum of securitization values may not equal the initial total securitization value due to rounding.

(3)	Sum of percentages may not equal 100% due to rounding.

Distribution of the Leases in the [Statistical] Reference Pool by Remaining Term

As of the [Statistical] Cutoff Date

The distribution of the leases in the [statistical] reference pool by remaining term as of the [statistical] cutoff date will be as follows:

 

Remaining Term

Aggregate Securitization Value(1)(2)

Percentage of Initial Total Securitization Value(1)(3)

Number of Leases

Percentage of Total Number of Leases(3)

[•] months to [•] months

$

[

•]

[

•]%

[

•]

[

•]%

[•] months to [•] months

[

•]

[

•]

[

•]

[

•]

[•] months to [•] months

[

•]

[

•]

[

•]

[

•]

[•] months to [•] months

[

•]

[

•]

[

•]

[

•]

[•] months to [•] months

[

•]

[

•]

[

•]

[

•]

Total

$

[

•]

100.00

%

[

•]

100.00

%

(1)	Based on the securitization rate.

(2)	Sum of securitization values may not equal the initial total securitization value due to rounding.

(3)	Sum of percentages may not equal 100% due to rounding.

 

54