Current Report · Items 1.01, 8.01, 9.01 · 8-K

ALLY AUTO RECEIVABLES TRUST 2025- 1

Entry into a Material Definitive Agreement · Other Events

Filed Oct 16, 2025Accepted Oct 16, 2025, 4:54 PM EDTCIK 2087070Accession 0001193125-25-241515

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Items 1.01, 8.01, 9.01

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Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 and 8.01. Entry into a Material Definitive Agreement and Other Events. Ally Auto Assets LLC (“Ally Auto”) has registered an issuance of $14,857,853,748.25 in principal amount of asset backed notes on Form SF-3 (Registration File No. 333-286053) under the Securities Act of 1933, as amended (the “Act”), filed on March 24, 2025, as amended by Pre-Effective Amendment No. 1 on May 2, 2025 (as amended, the “Registration Statement”). Pursuant to the Registration Statement, Ally Auto Receivables Trust 2025-1 (the “Issuing Entity”) issued and sold $309,990,000 aggregate principal balance of Class A-2 4.03% Asset Backed Notes (the “Class A-2 Notes”), $357,490,000 aggregate principal balance of Class A-3 3.96% Asset Backed Notes (the “Class A-3 Notes”), and $90,860,000 aggregate principal balance of Class A-4 4.08% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “Sold Notes”) on October 16, 2025 (the “Closing Date”). The Sold Notes have an aggregate principal balance of $758,340,000. The Issuing Entity also issued $13,100,000 aggregate principal balance of Class A-1 4.069% Asset Backed Notes (the “Class A-1 R Notes”), $16,320,000 aggregate principal balance of Class A-2 4.03% Asset Backed Notes (the “Class A-2 R Notes”), $18,820,000 aggregate principal balance of Class A-3 3.96% Asset Backed Notes (the “Class A-3 R Notes”), $4,790,000 aggregate principal balance of Class A-4 4.08% Asset Backed Notes (the “Class A-4 R Notes” and, together with the Class A-1 R Notes, the Class A-2 R Notes and the Class A-3 R Notes, the “Class A R Notes”), $1,180,000 aggregate principal balance of Class B 4.32% Asset Backed Notes (the “Class B R Notes”), $990,000 aggregate principal balance of Class C 4.56% Asset Backed Notes (the “Class C R Notes”) and $730,000 aggregate principal balance of Class D 4.91% Asset Backed Notes (the “Class D R Notes” and, together with the Class A R Notes, the Class B R Notes and the Class C R Notes, the “Retained Notes”). Additionally, the Issuing Entity issued Certificates with a nominal amount of $95,000 (the “Majority Certificates”) and Certificates with a nominal amount of $5,000 (the “Retained Certificates” and, together with the Majority Certificates, the “Certificates”). Only the Sold Notes were offered publicly for sale. On the Closing Date, Ally Auto also sold $247,800,000 aggregate principal balance of Class A-1 4.069% Asset Backed Notes, $22,380,000 aggregate principal balance of Class B 4.32% Asset Backed Notes, $18,640,000 aggregate principal balance of Class C 4.56% Asset Backed Notes and $13,860,000 aggregate principal balance of Class D 4.91% Asset Backed Notes to Ally Subordinate Holdings LLC, an affiliate of Ally Auto, in a transaction exempt from the registration requirements of the Act. The Retained Notes and the Certificates will initially be held by Ally Auto, a majority-owned affiliate of Ally Bank, the sponsor. This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes, the forms of which (other than the Securities Account Control Agreement) were filed as Exhibits to the Registration Statement. The Notes were issued pursuant to an Indenture attached hereto as Exhibit 4.1, dated as of the Closing Date between the Issuing Entity and U.S. Bank Trust Company, National Association, as Indenture Trustee. The Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of motor vehicle retail instalment sale contracts (the “Receivables”) secured by new and used automobiles and light duty trucks financed thereby. On the Closing Date, the Receivables had the characteristics described in the Prospectus, dated as of October 7, 2025 filed with the Commission pursuant to Rule 424(b)(5) of the Act on October 9, 2025.

Filed exhibits (5)

EX-4.1 (by filename) d75800dex41.htm

EX-4.1 2 d75800dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 ALLY AUTO RECEIVABLES TRUST 2025-1 Class A-1 4.069% Asset Backed Notes Class A-2 4.03% Asset Backed Notes Class A-3 3.96% Asset Backed Notes Class A-4 4.08% Asset Backed Notes Class B 4.32% Asset Backed Notes Class C 4.56% Asset Backed Notes Class D 4.91% Asset Backed Notes INDENTURE Dated as of October 16, 2025 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Indenture Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 2 SECTION 1.1 DEFINITIONS 2 SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 2 ARTICLE II THE NOTES 3 SECTION 2.1 FORM 3 SECTION 2.2 EXECUTION, AUTHENTICATION AND DELIVERY 3 SECTION 2.3 TEMPORARY NOT…

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EX-4.2 (by filename) d75800dex42.htm

EX-4.2 3 d75800dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 TRUST AGREEMENT BETWEEN ALLY AUTO ASSETS LLC, DEPOSITOR AND BNY MELLON TRUST OF DELAWARE, OWNER TRUSTEE and PAYING AGENT DATED AS OF OCTOBER 16, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 ARTICLE II ORGANIZATION 1 Section 2.1 Name 1 Section 2.2 Office 1 Section 2.3 …

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EX-4.3 (by filename) d75800dex43.htm

EX-4.3 4 d75800dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 POOLING AGREEMENT BETWEEN ALLY AUTO ASSETS LLC AND ALLY BANK DATED AS OF OCTOBER 16, 2025 Table of Contents Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Definitions 1 SECTION 1.02 Owner of a Receivable 1 ARTICLE II PURCHASE AND SALE OF RECEIVABLES 1 SECTION 2.01 Purchase and Sale of Receivables 1 SECTION 2.02 Receivables Purchase Price 3 SECTION 2.03 The Closing …

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EX-99.1 (by filename) d75800dex991.htm

EX-99.1 5 d75800dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 TRUST SALE AGREEMENT BETWEEN ALLY AUTO ASSETS LLC DEPOSITOR AND ALLY AUTO RECEIVABLES TRUST 2025-1 ISSUING ENTITY DATED AS OF OCTOBER 16, 2025 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II CONVEYANCE OF RECEIVABLES; ISSUANCE OF SECURITIES 1 Section 2.01 Conveyance of Receivables …

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EX-99.2 (by filename) d75800dex992.htm

EX-99.2 6 d75800dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 CUSTODIAN AGREEMENT BETWEEN ALLY BANK, CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF OCTOBER 16, 2025 This CUSTODIAN AGREEMENT, dated as of October 16, 2025, is made between ALLY BANK, a Utah chartered bank, as custodian (“Ally Bank” or the “Custodian”), and ALLY AUTO ASSETS LLC, a Delaware limited liability company, as depositor (the “Depositor”). WHEREAS, simultaneously herewith Ally Bank, as seller (the “Seller”), and the Depositor are entering into a Pooling Agreement, dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the “Pooling Agreement”), pursuant to which the Seller shall sell, transfer and assign, as of the Closing Date, to the Depositor without recourse all of its right, title and interest in and to the Receivables; WHEREAS, in connection with such sale, transfer and assignment, the Servicing Agreement provides that the Depositor shall simultaneously enter into a custodian agreement pursuant to which the Depositor shall revocably appoint the Custodian as custodian of the Receivable Files pertaining to the Receivables; WHEREAS, the Pooling Agr…

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