Santander Holdings USA, Inc.

Previous wording

SHUSA is the parent holding company of SBNA, a national banking association; SC, a consumer finance company headquartered in Dallas, Texas; BSI, a financial services company headquartered in Miami, Florida that offers a full range of banking services to foreign individuals and corporations based primarily in Latin America; SanCap, an institutional broker-dealer headquartered in New York, which has significant capabilities in market-making via an experienced fixed-income sales and trading team and a focus on structuring and advisory services for asset originators in the real estate and specialty finance markets; SSLLC, a broker-dealer headquartered in Boston, Massachusetts; and several other subsidiaries. SHUSA is headquartered in Boston and SBNA's home office is in Wilmington, Delaware. SSLLC is a registered investment adviser with the SEC. SHUSA's two largest subsidiaries by asset size and revenue are SBNA and SC. SHUSA is a wholly-owned subsidiary of Santander.

Current wording

SHUSA is the parent holding company of SBNA, a national banking association; SC, a consumer finance company headquartered in Dallas, Texas; BSI, a wholly-owned subsidiary of SBNA, a financial services company headquartered in Miami, Florida that offers a full range of banking services to foreign individuals and corporations based primarily in Latin America; SanCap, an institutional broker-dealer headquartered in New York which has significant capabilities in market-making via an experienced fixed-income sales and trading team and a focus on structuring and advisory services for asset originators in the real estate and specialty finance markets; SSLLC, a broker-dealer headquartered in Boston, Massachusetts; and several other subsidiaries. SHUSA is headquartered in Boston and SBNA's home office is in Wilmington, Delaware. SSLLC is a registered investment adviser with the SEC. SHUSA's two largest subsidiaries by asset size and revenue are SBNA and SC. SHUSA is a wholly-owned subsidiary of Santander. On December 30, 2025 SBNA filed applications with the FDIC and OCC for approval to merge Santander Consumer USA Holdings Inc., a consumer finance company headquartered in Dallas, Texas and a wholly-owned subsidiary of SHUSA into SBNA, with SBNA to be the surviving entity.

Previous wording

The Company specializes in consumer financing focused on vehicle finance, servicing of third-party vehicle financing, and delivering service to dealers and customers across the full credit spectrum. This includes indirect origination and servicing of vehicle loans and leases, principally through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers, origination of vehicle loans through a web-based direct lending program, purchases of vehicle loans from other lenders, and servicing of automobile and recreational and marine vehicle portfolios for other lenders. The Company sells consumer vehicle loans and leases through flow agreements and, when market conditions are favorable, it accesses the ABS market through securitizations of consumer vehicle loans and leases.

Current wording

The Company specializes in banking and consumer finance. Its consumer financing is focused on vehicle finance, servicing of third-party vehicle financing, and delivering service to dealers and customers across the full credit spectrum. This includes indirect origination and servicing of vehicle loans and leases, principally through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers, origination of vehicle loans through a web-based direct lending program, purchases of vehicle loans from other lenders, and servicing of automobile and recreational and marine vehicle portfolios for other lenders. The Company sells consumer vehicle loans and leases through flow agreements and, when market conditions are favorable, it accesses the ABS market through securitizations of consumer vehicle loans and leases.

Previous wording

Since May 2013, under the MPLFA with Stellantis, the Company has operated as Stellantis' preferred provider for consumer loans, leases and dealer loans and provides services to Stellantis customers and dealers under the CCAP brand. In the second quarter of 2022, the Company announced it had reached an agreement with Stellantis to amend and extend the MPLFA through December 2025. In June 2022, the Company launched a preferred lender, full spectrum financing program in partnership with MMNA to provide customer and dealer financing programs that will help MMNA achieve its goal of improving the car-buying experience.

Current wording

From May 2013 to July 2025, under the MPLFA with Stellantis, the Company operated as Stellantis' preferred provider for consumer loans, leases and dealer loans and provides services to Stellantis customers and dealers under the CCAP brand. On July 28, 2025, the MPLFA was terminated effective September 15, 2025, except for certain trailing obligations for revenue- and risk-sharing on originations up to the termination's effective date.

Previous wording

In addition to specialized consumer finance, the Company also attracts deposits and provides other retail banking services through its network of retail branches with locations in Connecticut, Delaware, Florida, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, and Rhode Island and originates small business, middle market, large and global commercial loans, multifamily loans, and other consumer loans and leases throughout the Mid-Atlantic and Northeastern areas of the United States. The Company also acquires deposits nationally through SBNA's online Openbank platform. For large institutional investors, the Company provides structured products, emerging markets credit and U.S. investment grade credit, U.S. rates, short-term fixed-income, debt and equity capital markets, investment banking, exchange-traded derivatives, and cash equities, benefiting from a combination of Santander’s global reach and access to financial hubs together with extensive local market knowledge and regional expertise.

Current wording

In addition to specialized consumer finance, the Company also attracts deposits and provides other retail banking services through its network of retail branches with locations in Connecticut, Delaware, Florida, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, and Rhode Island and originates small business, middle market, large and global commercial loans, multifamily loans, construction loans and other consumer loans and leases throughout the United States, with a focus on the Mid-Atlantic and Northeastern region. The Company also acquires deposits nationally through SBNA's online Openbank platform. For large institutional investors, the Company provides structured products, emerging markets credit and U.S. investment grade credit, U.S. rates, short-term fixed-income, debt and equity capital markets, investment banking, exchange-traded derivatives, and cash equities, benefiting from a combination of Santander’s global reach and access to financial hubs together with extensive local market knowledge and regional expertise.

Previous wording

The unemployment rate at December 31, 2024 was 4.1% compared to 3.7% one year ago. According to the U.S. Bureau of Labor Statistics, employment trended up in government, health care, and social assistance.

Current wording

The unemployment rate at December 31, 2025 was 4.4% compared to 4.4% at September 30, 2025 and 4.1% one year ago. According to the U.S. Bureau of Labor Statistics, employment continued to trend up in food services, health care, and social assistance, offset by retail and trade.

Previous wording

At its December 2024 meeting, the FOMC lowered the federal funds rate target range to 4.25% - 4.50%. The FOMC continues to focus its policy making on maximum employment and achieving a 2.0% inflation target rate.

Current wording

At its December 2025 meeting, the FOMC lowered the federal funds rate target range to 3.25% - 3.75%.

Previous wording

The ten-year Treasury bond rate at December 31, 2024 was 4.57%, up from 3.87% at December 31, 2023.

Current wording

The ten-year Treasury bond rate at December 31, 2025 was 4.16%, down from 4.57% at December 31, 2024.

Previous wording

(1) Senior preferred debt / senior non-preferred rating

Current wording

(1) Senior preferred debt / senior non-preferred debt rating.

Previous wording

(2) Moody's rating represents SBNA long-term issuer rating

Current wording

(2) Moody's rating represents SBNA's long-term issuer rating.

Previous wording

The activities of the Company and its subsidiaries are subject to regulation under various U.S. federal laws and regulatory agencies which impose regulations, supervise and conduct examinations, and may affect the operations and management of the Company and its ability to take certain actions, including making distributions to our parent, Santander. The Company is regulated on a consolidated basis by the Federal Reserve, including the FRB of Boston, and the CFPB. The Company's subsidiaries are further supervised by the OCC, the FRB of Atlanta, and the New York Department of Financial Services.

Current wording

The activities of the Company and its subsidiaries are subject to regulation under various U.S. federal laws and regulatory agencies which impose regulations, supervise and conduct examinations, and may affect the operations and management of the Company and its ability to take certain actions, including making distributions to our parent, Santander. The Company is regulated on a consolidated basis by the Federal Reserve, including the FRB of Boston, and the CFPB. The Company's subsidiaries are further supervised by the OCC, the FRB of Atlanta, and the New York Department of Financial Services. Refer to the Company’s Annual Report on Form 10-K as of December 31, 2024 for more information on regulatory and supervisory matters affecting the Company and its subsidiaries.

Previous wording

The Federal Reserve has adopted a final rule to simplify capital rules for large banks. Under the final rule, firms' supervisory stress test results are now used to establish the size of the SCB requirement. The SCB is calculated as the maximum decline in CET1 in the severely adverse scenario (subject to a 2.5% floor) plus four quarters of dividends. The rule results in new firm-specific regulatory capital expectations which are equal to 4.5% of CET1 plus the SCB, any GSIB surcharge, and any countercyclical capital buffer. The GSIB buffer is applicable only to the largest and most complex firms and does not apply to SHUSA. In the event a firm falls below its new minimums, the rule imposes restrictions on capital distributions and discretionary bonuses. Firms continue to submit a capital plan annually. Supervisory expectations for capital planning processes do not change under the final rule. As of December 31, 2024, SHUSA's SCB CET1 minimum requirement was 8.0%.

Current wording

The Federal Reserve has adopted a final rule to simplify capital rules for large banks. Under the final rule, firms' supervisory stress test results are now used to establish the size of the SCB requirement. The SCB is calculated as the maximum decline in CET1 in the severely adverse scenario (subject to a 2.5% floor) plus four quarters of dividends. The rule results in new firm-specific regulatory capital expectations which are equal to 4.5% of CET1 plus the SCB, any GSIB surcharge, and any countercyclical capital buffer. The GSIB buffer is applicable only to the largest and most complex firms and does not apply to SHUSA. In the event a firm falls below its new minimums, the rule imposes restrictions on capital distributions and discretionary bonuses. Firms continue to submit a capital plan annually. Supervisory expectations for capital planning processes do not change under the final rule. As of December 31, 2025, SHUSA's SCB CET1 minimum requirement was 7.9%.

Previous wording

On July 28, 2023, the Federal Reserve and FDIC issued an NPR that would require banks with total assets of $100 billion or more to maintain a layer of long-term debt from the holding company to improve financial stability by increasing the resolvability and resiliency of such institutions. By requiring each such large bank to maintain a minimum amount of long-term debt to absorb losses, the proposal would increase the options available to resolve such banks in case of failure. Additionally, by reducing the risk that uninsured depositors would face losses, long-term debt can reduce the speed and severity of bank runs and limit the risk of contagion when a bank is under stress. The proposal would provide a three-year phase-in period and would also allow certain outstanding long-term debt to count toward the minimum requirements to provide banks with a reasonable period to transition to the required characteristics of eligible long-term debt instruments. Comments on the proposal were due on November 30, 2023. SHUSA remains subject to the TLAC requirements discussed below.

Current wording

In July 2023, the Federal Reserve and FDIC issued an NPR that would require banks with total assets of $100 billion or more to maintain a layer of LTD from the holding company to improve financial stability by increasing the resolvability and resiliency of such institutions. By requiring each such large bank to maintain a minimum amount of LTD to absorb losses, the proposal would increase the options available to resolve such banks in case of failure. Additionally, by reducing the risk that uninsured depositors would face losses, LTD can reduce the speed and severity of bank runs and limit the risk of contagion when a bank is under stress. The proposal would provide a three-year phase-in period and would also allow certain outstanding LTD to count toward the minimum requirements to provide banks with a reasonable period to transition to the required characteristics of eligible LTD instruments. Comments on the proposal were due on November 30, 2023. SHUSA remains subject to the TLAC requirements discussed below.

Previous wording

On October 18, 2022, the FDIC adopted a final rule, applicable to all IDIs, to increase the initial base deposit insurance assessment rate schedules uniformly by two basis points consistent with the amended restoration plan approved by the FDIC on June 21, 2022. The FDIC indicated that it was taking this action in order to restore the DIF reserve ratio to the required statutory minimum of 1.35% by the statutory deadline of September 30, 2028. The FDIC indicated that the reserve ratio had declined below this level because of the increase in insured deposits since the start of the pandemic and other factors that affect the level of the DIF. Under the final rule, the increase in rates began with the first quarterly assessment period of 2023 and will remain in effect unless and until the reserve ratio meets or exceeds 2% in order to support growth in the DIF in progressing toward the FDIC’s long-term goal of a 2% reserve ratio. The increase in assessment rates applies to SBNA.

Current wording

In October, 2022, the FDIC adopted a final rule, applicable to all IDIs, to increase the initial base deposit insurance assessment rate schedules uniformly by two basis points consistent with the amended restoration plan approved by the FDIC in June, 2022. The FDIC indicated that it was taking this action in order to restore the DIF reserve ratio to the required statutory minimum of 1.35% by the statutory deadline of September 30, 2028. The FDIC indicated that the reserve ratio had declined below this level because of the increase in insured deposits since the start of the pandemic and other factors that affect the level of the DIF. Under the final rule, the increase in rates began with the first quarterly assessment period of 2023 and will remain in effect unless and until the reserve ratio meets or exceeds 2% in order to support growth in the DIF in progressing toward the FDIC’s long-term goal of a 2% reserve ratio. The increase in assessment rates applies to SBNA.

Previous wording

The recent failure of several large U.S. banking institutions has led to increased market uncertainty. Under the FDIA, the loss to the DIF arising from the use of the systemic risk exception must be recovered through one or more special assessments on IDIs, depository institution holding companies, or both, as the FDIC determines to be appropriate. On May 11, 2023, the FDIC issued for public comment a proposed rule to impose a special assessment on IDIs to recover the loss to the DIF resulting from the use of the systemic risk exception to protect the uninsured depositors of the failed U.S. banking institutions. The final rule was issued on November 16, 2023. Under the final rule, the FDIC would collect a special assessment from IDIs at a quarterly rate of approximately 3.36 basis points over eight quarterly assessment periods, starting with the first quarterly assessment period of 2024. In June 2024, the FDIC added an additional assessment to be collected at a quarterly rate of approximately 2.34 basis points over an additional two quarters, resulting in an additional accrual of $10.7 million that was recorded during the second quarter of 2024. The assessment base for the special assessment is equal to an IDI’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits held by the IDI. The special assessment is a tax-deductible operating expense for IDIs, and the effect on income of the entire amount of the special assessment will occur in one quarter for the IDIs subject to the assessment. The total impact of the special assessment is $72.1 million.

Current wording

The recent failure of several large U.S. banking institutions has led to increased market uncertainty. Under the FDIA, the loss to the DIF arising from the use of the systemic risk exception must be recovered through one or more special assessments on IDIs, depository institution holding companies, or both, as the FDIC determines to be appropriate. On May 11, 2023, the FDIC issued for public comment a proposed rule to impose a special assessment on IDIs to recover the loss to the DIF resulting from the use of the systemic risk exception to protect the uninsured depositors of the failed U.S. banking institutions. The final rule was issued in November, 2023. Under the final rule, the FDIC would collect a special assessment from IDIs at a quarterly rate of approximately 3.36 basis points over eight quarterly assessment periods, starting with the first quarterly assessment period of 2024. In June 2024, the FDIC added an additional assessment to be collected at a quarterly rate of approximately 2.34 basis points over an additional two quarters. The assessment base for the special assessment is equal to an IDI’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits held by the IDI. The special assessment is a tax-deductible operating expense for IDIs, and the effect on income of the entire amount of the special assessment will occur in one quarter for the IDIs subject to the assessment.

Previous wording

This MD&A is based on the Consolidated Financial Statements and accompanying notes that have been prepared in accordance with GAAP. The significant accounting policies of the Company are described in Note 1 to the Consolidated Financial Statements. The preparation of financial statements in accordance with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and accordingly, have a greater possibility of producing results that could be materially different than originally reported. However, the Company is not currently aware of any likely events or circumstances that would result in materially different results. Management identified accounting for the ACL, estimates of expected residual values of leased vehicles subject to operating leases, and goodwill as the Company's most critical accounting estimates, in that they are important to the portrayal of the Company's financial condition and results and require management’s most difficult, subjective and complex judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Current wording

This MD&A is based on the Consolidated Financial Statements and accompanying notes that have been prepared in accordance with GAAP. The significant accounting policies of the Company are described in Note 1 to the Consolidated Financial Statements. The preparation of financial statements in accordance with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and accordingly, have a greater possibility of producing results that could be materially different than originally reported. However, the Company is not currently aware of any likely events or circumstances that would result in materially different results. Management identified accounting for the ACL, estimates of expected residual values of leased vehicles subject to operating leases, goodwill, and fair value as the Company's most critical accounting estimates, in that they are important to the portrayal of the Company's financial condition and results and require management’s most difficult, subjective and complex judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Previous wording

As described in Note 1 and Note 3 to the Consolidated Financial Statements, the ACL is measured using the CECL model, which is based on information derived from historical experience, current conditions, and prospective information that requires the use of significant judgment by management. The model includes both quantitative and qualitative factors with key inputs from unemployment data, the HPI, GDP growth rates, and used vehicle index growth rates, along with certain loan level characteristics all used to predict the likelihood of borrower default. Management applies qualitative factors to capture risks not addressed by the key inputs such as temporary or recent unique market disruptions impacting trends in delinquencies and used vehicle prices. While management uses the best information available to make such evaluations, future adjustments to the ACL may be necessary if conditions differ substantially from these assumptions used in making the evaluations.

Current wording

As described in Note 1 and Note 3 to the Consolidated Financial Statements, the ACL is measured using the CECL model, which is based on information derived from historical experience, current conditions, and prospective information that requires the use of significant judgment by management. The model includes both quantitative and qualitative factors with key inputs from unemployment data, the HPI, GDP growth rates, and used vehicle index growth rates, along with certain loan level characteristics all used to predict the likelihood of borrower default. Management applies qualitative factors to capture risks not addressed by the key inputs such as temporary or recent unique market disruptions impacting trends in delinquencies and used vehicle prices.

Previous wording

The Company generally uses a third-party vendor's consensus baseline macroeconomic scenario for the quantitative estimate and additional positive and negative macroeconomic scenarios to make qualitative adjustments for macroeconomic uncertainty and considers adjustments to macroeconomic inputs and outputs based on market volatility. The baseline scenario was based on the latest consensus forecasts available, which reflects growth in the U.S. economy and a stable employment rate (which is a key driver to losses). Downside risks continue to exist due to uncertainties related to increasing consumer indebtedness, and restricted job growth undermining consumer spending and growth. Using the weighted-average of a range of economic forecast scenarios, we estimated at December 31, 2024 that the unemployment rate is expected to be approximately 5.2% at the end of 2025. In comparison, at December 31, 2023, management previously estimated the unemployment rate using the weighted-average of our economic forecast scenarios to be 5.0% at the end of 2024. Additionally, the weighted used vehicle index, where a higher number corresponds to a higher used car price at auction, was estimated at December 31, 2024 to be approximately 194 at the end of 2025, compared to our estimate at December 31, 2023 to be approximately 201 at the end of 2024. While the economy saw significant recovery in 2023 and into 2024, there is still considerable uncertainty regarding overall lifetime loss estimates due to persistent inflation and high interest rates. The scenarios used by the Company are periodically updated over a reasonable and supportable time horizon with weightings assigned by management and approved through the established governance process.

Current wording

The Company generally uses a third-party vendor's consensus baseline macroeconomic scenario for the quantitative estimate and additional positive and negative macroeconomic scenarios to make qualitative adjustments for macroeconomic uncertainty and consider adjustments to macroeconomic inputs and outputs based on market volatility. The baseline scenario was based on the latest consensus forecasts available, which assumes an increasing unemployment rate (which is a key driver of losses) and other macroeconomic uncertainties due to tariffs and other trade policies of the U.S. and its global trading partners. Additional downward risks continue to exist due to uncertainties related to increasing consumer indebtedness, and restricted job growth undermining consumer spending and growth. Using the weighted-average of a range of economic forecast scenarios, we estimated at December 31, 2025 that the unemployment rate is expected to be approximately 5.5% at the end of 2026. In comparison, at December 31, 2024, management previously estimated the unemployment rate using the weighted-average of our economic forecast scenarios to be 5.2% at the end of 2025. Additionally, the weighted used vehicle index, where a higher number corresponds to a higher used car price at auction, was estimated at December 31, 2025 to be approximately 215 at the end of 2026, compared to our estimate at December 31, 2024 to be approximately 194 at the end of 2025. The scenarios used by the Company are periodically re-assessed over a reasonable and supportable time horizon with weightings assigned by management and approved through the established governance process.

Previous wording

Under the range of economic forecast scenarios considered, based on applying a 100% weighting to the most negative scenario used, and without considering the impact of corresponding or offsetting qualitative factors that could have a significant impact on the overall ACL, the ACL would have been higher by approximately $1.1 billion. This range reflects the sensitivity of the ACL specifically related to the scenarios and weights considered as of December 31, 2024 and does not consider other potential adjustments that could increase or decrease loss estimates calculated using alternative economic scenarios.

Current wording

Under the range of economic forecast scenarios considered, based on applying a 100% weighting to the most negative scenario used, and without considering the impact of corresponding or offsetting qualitative factors that could have a significant impact on the overall ACL, the ACL would have been higher by approximately $0.9 billion. This range reflects the sensitivity of the ACL specifically related to the scenarios and weights considered as of December 31, 2025 and does not consider other potential adjustments that could increase or decrease loss estimates calculated using alternative economic scenarios.

Previous wording

The Company periodically evaluates its investment in operating leases for impairment if circumstances, such as a systemic and material decline in used vehicle values, occurs. These circumstances could include, for example, a decline in the residual value of our lease portfolio due to an event caused by shocks to oil and gas prices (which may have a pronounced impact on certain models of vehicles) or pervasive manufacturer defects (which may systemically affect the value of a particular brand or model). Impairment is determined to exist if the fair value of the leased asset is less than its carrying value and it is determined that the net carrying value is not recoverable. If a material decline in the used vehicle price were to occur rapidly near the end of the lease term, there may not be adequate time for the remaining adjusted depreciation to account for such decline, and an impairment charge could be necessary. The net carrying value of a leased asset is not recoverable if it exceeds the sum of the undiscounted expected future cash flows expected to result from the lease payments and the estimated residual value upon eventual disposition. The expected future cash flows include residual guarantee amounts from OEMs, if applicable. If our operating lease assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of the assets exceeds the fair value as estimated by DCF. No such impairment was recognized in 2024, 2023, or 2022.

Current wording

The Company periodically evaluates its investment in operating leases for impairment if circumstances, such as a systemic and material decline in used vehicle values, occurs. These circumstances could include, for example, a decline in the residual value of our lease portfolio due to an event caused by shocks to oil and gas prices (which may have a pronounced impact on certain models of vehicles) or pervasive manufacturer defects (which may systemically affect the value of a particular brand or model). Impairment is determined to exist if the fair value of the leased asset is less than its carrying value and it is determined that the net carrying value is not recoverable. If a material decline in the used vehicle price were to occur rapidly near the end of the lease term, there may not be adequate time for the remaining adjusted depreciation to account for such decline, and an impairment charge could be necessary. The net carrying value of a leased asset is not recoverable if it exceeds the sum of the undiscounted expected future cash flows expected to result from the lease payments and the estimated residual value upon eventual disposition. The expected future cash flows include residual guarantee amounts from OEMs, if applicable. If our operating lease assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of the assets exceeds fair value. No such impairment was recognized in 2025, 2024, or 2023.

Previous wording

As of December 31, 2024, if the estimated realizable values of our leased vehicles were to decline 1% below the current estimated residual values, depreciation expense would increase by approximately $91.0 million over the remaining life of the current lease portfolio.

Current wording

As of December 31, 2025, if the estimated realizable values of our leased vehicles were to decline 1% below the current estimated residual values, depreciation expense would increase by approximately $68.7 million over the remaining life of the current lease portfolio.

Previous wording

•Interest income on interest-earning deposits increased $135.9 million for the year ended December 31, 2024 compared to the corresponding period in 2023. This change is attributable to an increase in average interest-bearing deposits volume of $194.9 million and a decrease in average rates of $59.0 million. This change is primarily driven by the changing interest rate environment.

Current wording

•Interest-earning deposits – Interest income on Interest-earning deposits increased $10.6 million for the year compared to the corresponding period in 2024. This increase reflected higher average deposit volumes of $42.9 million, partially offset by lower average rates $32.2 million. This change is primarily driven by the changing interest rate environment.

Previous wording

•Interest and fees on federal funds sold and securities purchased under resale agreements or similar arrangements increased $371.6 million for the year ended December 31, 2024 compared to the corresponding period in 2023. This change is attributable to an increase in average investment securities volume of $122.3 million and an increase in average rates of $249.3 million.

Current wording

•Securities purchased under resale agreements – Interest and fees on federal funds sold and securities purchased under resale agreements decreased $1.1 billion for the year, compared to the same period in 2024. This decrease is attributable to lower average volumes $650.9 million and lower average rates $456.8 million.

Previous wording

•Interest expense on deposits and related customer accounts increased $515.3 million for the year ended December 31, 2024, compared to the corresponding period in 2023. This change is attributable to an increase in average interest-bearing deposits volume of $142.5 million and an increase in average rates of $372.8 million. The increase in average rates is primarily attributable to money market and CD products.

Current wording

•Deposits and related customer accounts – Interest expense on deposits and related customer accounts decreased $179.5 million for the year compared to the corresponding period in 2024. This decrease was attributable to a lower average volume of $69.0 million, partially offset by lower average deposit rate of $110.4 million. The rate declines were primarily related to money market and certificate of deposit products.

Previous wording

•Interest expense on Securities Financing Activities and borrowed funds increased $893.6 million for the year ended December 31, 2024 compared to the corresponding period in 2023. This change is attributable to an increase in average Securities Financing Activities and borrowed funds volume of $372.5 million and an increase in average rates of $521.1 million.

Current wording

•Securities Financing Activities and borrowed funds- Interest expense on Securities Financing Activities and borrowed funds decreased $1.2 billion for the year compared to the same period in 2024. This decrease was attributable to a lower average Securities Financing Activities and borrowed funds volume of $609.7 million and lower average rates of $615.6 million. Decreases were primarily due to a decline in Securities Financing Activities.

Previous wording

The Company had credit loss expense of $1.9 billion for the year ended December 31, 2024, compared to a credit loss expense of $2.2 billion for the corresponding period in 2023. The credit loss expense during the year ended December 31, 2024 was mainly due to growth in RICs and auto loans, partially offset by the decrease in ACL driven by improvement in the macroeconomic outlook for certain macro variables, sale of certain personal unsecured loans and off-balance sheet securitizations of RICs and auto loans.

Current wording

The Company had credit loss expense of $1.7 billion for the year ended December 31, 2025, compared to a credit loss expense of $1.9 billion for the corresponding period in 2024. The credit loss expense during the year ended December 31, 2025 was mainly due to charge-offs, net of recoveries in RICs and auto loans, partially offset by a release in the ACL resulting from the sale of certain personal unsecured, RIC and auto loans and commercial loan portfolios, as well as rating improvements within the commercial loan portfolio.

Previous wording

Total non-interest income increased $139.8 million for the year ended December 31, 2024 compared to the corresponding period in 2023. These changes were primarily comprised of:

Current wording

Total non-interest income decreased $123.6 million for the year ended December 31, 2025 compared to the corresponding period in 2024. These changes were primarily comprised of:

Previous wording

•Consumer fees increased $86.7 million for the year ended December 31, 2024 compared to the corresponding period in 2023, primarily due to an increase in consumer loan fees, an increase in consumer deposit fees, and an increase in insurance investment fees.

Current wording

•Consumer fees increased $91.1 million for the year ended December 31, 2025 compared to the corresponding period in 2024, driven by increased consumer loan fees.

Previous wording

•Lease income decreased $284.4 million for the year ended December 31, 2024 compared to the corresponding period in 2023, primarily due to fewer active leased vehicle units.

Current wording

•Lease income decreased $547.6 million for the year ended December 31, 2025 compared to the corresponding period in 2024, commensurate with fewer active leased vehicle units.

Previous wording

•Capital market revenue increased $213.0 million for the year ended December 31, 2024 compared to the corresponding period in 2023, primarily due to an increase in investment banking income.

Current wording

•Capital market revenue increased $85.5 million for the year ended December 31, 2025 compared to the corresponding period in 2024, primarily driven by increased investment banking income.

Previous wording

•Miscellaneous income, net increased $65.1 million for the year ended December 31, 2024 compared to the corresponding period in 2023, discussed further below.

Current wording

•Miscellaneous income, net increased $337.2 million for the year ended December 31, 2025 compared to the corresponding period in 2024, discussed further below.

Previous wording

•An increase in Asset and wealth management fees, led by higher brokerage income.

Current wording

•An increase in asset and wealth management fees, was primarily driven by an increase in brokerage income.

Previous wording

•A decrease in Gain/(loss) on sale of non-mortgage loans, driven by the sale of personal unsecured loans to third parties during 2024.

Current wording

•An increase in gain/(loss) on sale of non-mortgage loans, driven by the sale of personal unsecured loans to third parties during 2024.

Previous wording

Total general, administrative and other expenses decreased $52.5 million for the year ended December 31, 2024 compared to the corresponding period in 2023. This change was primarily comprised of:

Current wording

Total general, administrative and other expenses decreased $338.0 million for the year ended December 31, 2025 compared to the corresponding period in 2024. This change was primarily comprised of:

Previous wording

•Lease expense decreased $217.1 million for the year ended December 31, 2024 compared to the corresponding period in 2023, due to lower auto lease volumes resulting in lower depreciation expense.

Current wording

•Lease expense decreased $395.4 million for the year ended December 31, 2025 compared to the corresponding period in 2024, due to lower auto lease volumes resulting in lower depreciation expense.

Previous wording

An Income tax benefit of $106.8 million was recorded for the year ended December 31, 2024 compared to a benefit of $146.1 million for the corresponding period in 2023. This resulted in an ETR of (11.0)% for the year ended December 31, 2024 compared to (18.6)% for the corresponding period in 2023.

Current wording

An income tax provision of $196.4 million was recorded for the year ended December 31, 2025 compared to an income tax benefit of $106.8 million for the corresponding period in 2024. This resulted in an ETR of 10.7% for the year ended December 31, 2025 compared to (11.0)% for the corresponding periods in 2024.

Previous wording

The ETR of (34.7)% for the three months ended December 31, 2024 was higher compared to (61.2)% for the same period in 2023, and was directly impacted by an increase in pre-tax income in 2024, while other items impacting the ETR remained constant.

Current wording

The ETR for the year ended December 31, 2025, when compared to the same period in 2024, was directly impacted by (1) an increase in pre-tax income in 2025 and (2) a decrease in tax credits generated in 2025.

Previous wording

The Company manages its business activities by it six reportable segments, Auto, CBB, C&I, CRE, CIB, and Wealth Management. The tables below reflect certain information by reportable segment and includes additional supplementary information related to consumer activities and commercial activities. The supplementary information is deemed to be useful as it represents a view in how we manage the business and also aligns with how our parent, Santander, manages its business from a global perspective.

Current wording

The Company manages its business activities by it six reportable segments, Auto, CBB, C&I, CRE, CIB, and Wealth Management. The tables below reflect certain information by reportable segment and includes additional supplementary information related to consumer activities and commercial activities. The supplementary information is deemed to be useful as it represents a view in how we manage the business and also aligns with how our parent, Santander, manages its business from a global perspective. Information reported in this Form 10-K in respect of the CIB segment includes only information within the Company’s Consolidated Financial Statements, and does not include information in respect of Santander’s New York branch, which is reported within Santander’s consolidated financial statements.

Previous wording

The Company reported total income before income taxes related to its Consumer activities of $1.1 billion for the year ended December 31, 2024 compared to income before income taxes of $1.2 billion for the corresponding period in 2023. The most significant drivers of this change were:

Current wording

The Company reported total income before income taxes related to its Consumer activities of $1.5 billion for the year ended December 31, 2025 compared to income before income taxes of $1.1 billion for the corresponding period in 2024. The most significant drivers of this change were:

Previous wording

Commercial activities consist of the Company's C&I reportable segment and CRE reportable segment.

Current wording

Commercial activities consist of the Company's C&I and CRE reportable segments.

Previous wording

The Company reported total income before income taxes related to its Commercial activities of $641.6 million for the year ended December 31, 2024 compared to income before income taxes of $303.0 million for the corresponding period in 2023. The most significant drivers of this change were:

Current wording

The Company reported total income before income taxes related to its Commercial activities of $661.1 million for the year ended December 31, 2025 compared to income before income taxes of $662.8 million for the corresponding period in 2024. The most significant drivers of this change were: