American Honda Receivables LLC

11/12/2026 | Press release | Distributed by Public on 11/12/2026 12:02

Material Agreement (Form 8-K)

ITEM 1.01. Entry into a Material Definitive Agreement.

In connection with the sale of certain of the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Asset Backed Notes (together, the "Underwritten Notes") of Honda Auto Receivables 2026-4 Owner Trust (the "Issuer"), which are described in the final prospectus dated November 3, 2026 and which were issued on November 12, 2026 (the "Closing Date"), the Registrant is filing the agreements listed below, each dated as of the Closing Date. American Honda Finance Corporation ("AHFC") will initially retain at least 5% (by initial principal amount) of each of the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes (collectively with the Underwritten Notes, the "Notes").

1.      An Indenture (the "Indenture"), by and among the Issuer, U.S. Bank National Association, as securities intermediary (the "Securities Intermediary"), and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), and acknowledged and accepted by AHFC, as servicer, pursuant to which the Issuer will cause the issuance of the Notes.

2.      A Receivables Purchase Agreement (the "Receivables Purchase Agreement"), by and between AHFC and American Honda Receivables LLC ("AHR LLC"), pursuant to which AHFC transferred to AHR LLC certain retail installment sale contracts or installment loan contracts relating to new or used Honda or Acura automobiles (the "Receivables") and related property.

3.      A Sale and Servicing Agreement (the "Sale and Servicing Agreement"), among the Issuer, AHR LLC, as seller, AHFC, as servicer, RPA seller and sponsor, and acknowledged and accepted by the Indenture Trustee, pursuant to which the Receivables and related property were transferred to the Issuer.

4.      An Administration Agreement (the "Administration Agreement"), among the Issuer, AHFC, as sponsor and administrator, AHR LLC, as depositor, and the Indenture Trustee, relating to the provision by AHFC of certain services relating to the Notes.

5.      An Amended and Restated Trust Agreement (the "Amended and Restated Trust Agreement"), among AHR LLC, The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee, which amended and restated the Trust Agreement, dated as of October 12, 2026, pursuant to which the Issuer was formed.

6.      An Asset Representations Review Agreement (the "Asset Representations Review Agreement"), among the Issuer, AHFC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, relating to the review of certain representations with respect to the Receivables.

7.      A Securities Account Control Agreement (the "Securities Account Control Agreement"), by and among the Issuer, the Indenture Trustee and the Securities Intermediary, pursuant to which the Securities Intermediary will maintain certain accounts.

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Receivables Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, as Exhibit 10.3 is the Administration Agreement, as Exhibit 10.4 is the Amended and Restated Trust Agreement, as Exhibit 10.5 is the Asset Representations Review Agreement and as Exhibit 10.6 is the Securities Account Control Agreement.

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