Management Change/Compensation - Form 8-K

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): January 12, 2022

SANTANDER CONSUMER USA HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-36270		32-0414408
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1601 Elm St.Suite #800 Dallas, Texas			75201
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code: (214)634-1110

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications 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
Common Stock, $0.01 par value per share		SC		New York Stock Exchange

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-2of the Securities Exchange Act of 1934 (§ 240.12b-2of 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mahesh Aditya Offer Letter Amendment

On January 12, 2022, Mahesh Aditya, Chief Executive Officer of Santander Consumer USA Holdings Inc. (the "Company"), executed an amendment to the June 25, 2021 Offer Letter (the "Amendment") with Santander Consumer USA Inc., a wholly owned subsidiary of the Company, amending certain terms of Mr. Aditya's employment with the Company. Under the Amendment, effective as of January 1, 2021, Mr. Aditya's annual base salary will be $2,067,927 and his target incentive will be $2,599,390. All other terms and conditions of Mr. Aditya's June 25, 2021 Offer Letter remain in effect.

The foregoing description is qualified by reference to the terms of the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.1		Offer Letter Amendment by and between Santander Consumer USA Inc. and Mahesh Aditya, executed on January 12, 2022.
104		Cover page Interactive data file (embedded with in the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SANTANDER CONSUMER USA HOLDINGS INC.
Dated: January 14, 2022			By:		/s/ Christopher Pfirrman
		Name:		Christopher Pfirrman
		Title:		Chief Legal Officer