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BMW Vehicle Lease Trust 2026-2 发布资产支持票据

8-K - BMW Vehicle Lease Trust 2026-2 (0002153325) (Filer)

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BMW Vehicle Lease Trust 2026-2 发行总额 1.8 亿美元的资产支持票据,包括 Class A-1 至 A-4 各类债券。该发行由 BMW Auto Leasing LLC 主导,涉及多项法律文件与信托协议。此次发行涉及多个金融机构与法律实体,用于支持车辆租赁资产证券化。

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2026

BMW Vehicle Lease Trust 2026-2

(Exact name of issuing entity as specified in its charter)

Central Index Key number: 0002153325

BMW Auto Leasing LLC

(Exact name of depositor/registrant as specified in its charter)

Central Index Key number: 0001126530

BMW Financial Services NA, LLC

(Exact name of sponsor as specified in its charter)

Central Index Key number: 0001541188

Financial Services Vehicle Trust

(Exact name of co-registrant as specified in its charter)

Central Index Key number: 0001126525

Delaware

 

333-283340

333-283340-05

 

22-2013053

(State or other jurisdiction

of incorporation)

 

(Commission File Number of registrant and issuing entity, respectively)

 

(Registrant’s IRS Employer

Identification No.)

200 BMW Drive, Woodcliff Lake, New Jersey

 

07677

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (201) 307-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Not applicable

Not applicable

Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

      Emerging growth company  ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 1.01

Entry into a Material Definitive Agreement.

In connection with the issuance by BMW Vehicle Lease Trust 2026-2 (the “Trust”) on October 14, 2026 (the “Closing Date”) of its (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $223,000,000; (ii) Class A-2a Asset-Backed Notes in the aggregate original principal amount of $305,600,000; (iii) Class A-2b Asset-Backed Notes in the aggregate original principal amount of $175,000,000; (iv) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $480,600,000 and (v) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $65,800,000 (collectively, the “Notes”), and the sale of certain of the Notes, BMW Auto Leasing LLC (“BMW LLC”) is filing the agreements listed below, each dated as of the Closing Date:


1.

A 2026-2 Vehicle Trust Supplement (the “2026-2 Vehicle Trust Supplement”) between BMW Manufacturing L.P. (“BMW Manufacturing”), as grantor (in such capacity, the “Grantor”) and UTI beneficiary (in such capacity, the “UTI Beneficiary”), and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as vehicle trustee (the “Vehicle Trustee”), to the trust agreement, dated as of August 30, 1995, as amended and restated as of September 27, 1996, as further amended as of May 25, 2000 and December 1, 2006 (the “Vehicle Trust Agreement”), among the Grantor, the UTI Beneficiary and the Vehicle Trustee, pursuant to which a certificate representing the beneficial interest in certain vehicle leases and the related leased vehicles (the “SUBI Certificate”) was issued to BMW Manufacturing;


2.

A SUBI Certificate Transfer Agreement (the “SUBI Certificate Transfer Agreement”) between BMW Manufacturing and BMW LLC, pursuant to which the SUBI Certificate was transferred by BMW Manufacturing to BMW LLC;


3.

An Issuer SUBI Certificate Transfer Agreement (the “Issuer SUBI Certificate Transfer Agreement”) between BMW LLC and the Trust, pursuant to which the SUBI Certificate was transferred by BMW LLC to the Trust;


4.

An Amended and Restated Trust Agreement of the Trust (the “Amended and Restated Trust Agreement”) between BMW LLC and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”);


5.

A 2026-2 Servicing Supplement (the “2026-2 SUBI Servicing Supplement”) among Financial Services Vehicle Trust (the “Vehicle Trust”), the UTI Beneficiary and BMW Financial Services NA, LLC (“BMW FS”), as servicer (in such capacity, the “Servicer”) and sponsor (in such capacity, the “Sponsor”), to the Basic Servicing Agreement, dated as of August 30, 1995 (the “Basic Servicing Agreement”), among the Vehicle Trust, BMW Manufacturing and the Servicer, pursuant to which the leases (the “Specified Leases”) and related leased vehicles (the “Specified Vehicles”) allocated to the SUBI Certificate are serviced by the Servicer;


6.

An Asset Representations Review Agreement (the “Asset Representations Review Agreement”) among the Trust, the Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), relating to the review of certain representations relating to the Specified Leases and Specified Vehicles;


7.

An Indenture (the “Indenture”) between the Trust, as issuer, and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”), pursuant to which the Trust issued the Notes;



8.

An Administration Agreement (the “Administration Agreement”) among BMW FS, as administrator (in such capacity, the “Administrator”), BMW LLC, as depositor, the Trust and the Indenture Trustee, relating to the provision by the Administrator of certain services for the Trust;


9.

A Back-Up Security Agreement (the “Back-Up Security Agreement”) among the Vehicle Trust, BMW Manufacturing, BMW LLC, the Trust and the Indenture Trustee, pursuant to which each of the Vehicle Trust, BMW Manufacturing and BMW LLC granted to the Trust a first priority security interest in certain collateral to secure the Notes; and


10.

A Control Agreement (the “Control Agreement”) among the Trust, the Indenture Trustee, including in its capacity as secured party, and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”), related to the establishment of “control” pursuant to Article Eight and Nine of the Uniform Commercial Code over certain of the collateral securing the Notes.

Item 9.01

Financial Statements and Exhibits.


(a)

Not applicable.


(b)

Not applicable.


(c)

Not applicable.


(d)

Exhibits:


Exhibit No.

Description


1.1*

Underwriting Agreement, dated October 7, 2026, among BMW FS, BMW LLC and BofA Securities, Inc., on behalf of itself and as representative of the several underwriters named therein.


4.1

Indenture, dated as of October 14, 2026, between the Trust, as issuer, and the Indenture Trustee.


10.2

2026-2 Vehicle Trust Supplement, dated as of October 14, 2026, among the Grantor, the UTI Beneficiary and the Vehicle Trustee, to the Vehicle Trust Agreement, among the Grantor, the UTI Beneficiary and the Vehicle Trustee.


10.4

2026-2 SUBI Servicing Supplement, dated as of October 14, 2026, among the Vehicle Trust, the UTI Beneficiary, the Servicer and Sponsor, to the Basic Servicing Agreement, among the Vehicle Trust, BMW Manufacturing and the Servicer.


10.5

SUBI Certificate Transfer Agreement, dated as of October 14, 2026, between BMW Manufacturing, as transferor, and BMW LLC, as transferee.


10.6

Issuer SUBI Certificate Transfer Agreement, dated as of October 14, 2026, between BMW LLC, as transferor, and the Trust, as transferee.


10.7

Amended and Restated Trust Agreement, dated as of October 14, 2026, between BMW LLC and the Owner Trustee.


10.8

Issuer Administration Agreement, dated as of October 14, 2026, among the Administrator, the Trust, BMW LLC, as transferor, and the Indenture Trustee.


10.9

Back-Up Security Agreement, dated as of October 14, 2026, among the Vehicle Trust, BMW Manufacturing, BMW LLC, the Trust and the Indenture Trustee.


10.10

Asset Representations Review Agreement, dated as of October 14, 2026, among BMW FS, the Trust and the Asset Representations Reviewer.



10.11

Control Agreement, dated as of October 14, 2026, among the Trust, as issuer, the Indenture Trustee, including in its capacity as secured party, and the Securities Intermediary.


36.1*

Depositor Certification, dated October 7, 2026, for shelf offerings of asset-backed securities.

_________________________

*  Previously filed on Form 8-K on October 9, 2026.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

BMW VEHICLE LEASE TRUST 2026-2

 

FINANCIAL SERVICES VEHICLE TRUST

                 

By:  

BMW Financial Services NA, LLC,

 

By:  

BMW Financial Services NA, LLC,

 

as Administrator

   

as Servicer

                 
 

By:  

/s/ Tobias Essig                                         

   

By:  

/s/ Tobias Essig                                         

   

Name:  

Tobias Essig

     

Name:  

Tobias Essig

   

Title:

Chief Financial Officer & Vice

President – Finance

     

Title:

Chief Financial Officer & Vice

President – Finance

                 
 

By:

/s/ Moritz Lindemann                               

 

By:

/s/ Moritz Lindemann                               

   

Name:

Moritz Lindemann

     

Name:

Moritz Lindemann

   

Title:

Treasurer

     

Title:

Treasurer

                 
                 

BMW AUTO LEASING LLC

                 

By:

BMW Financial Services NA, LLC,

 

as Managing Member

                 
 

By:

/s/ Tobias Essig                                            

         
    Name:
Tobias Essig          
   

Title:

Chief Financial Officer & Vice

President – Finance

         
                 
 

By:

/s/ Moritz Lindemann                               

         
   

Name:

Moritz Lindemann

         
   

Title:

Treasurer

         

Dated: October 14, 2026

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