8-K 1 bmw2026-1_8k.htm CURRENT REPORT 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): April 14, 2026 BMW Vehicle Lease Trust 2026-1 (Exact name of issuing entity as specified in its charter) Central Index Key number: 0002119372 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 333-283340-04 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. On April 14, 2026, BMW Auto Leasing LLC (“BMW LLC”) and BMW Financial Services NA, LLC (“BMW FS”) entered into an Underwriting Agreement with J.P. Morgan Securities LLC, on behalf of
          itself and as a representative of the several underwriters named therein, for the sale of certain notes of BMW Vehicle Lease Trust 2026-1, a Delaware statutory (the “Trust”), in the following classes and in the following amounts: (i) Class A-1
          Asset-Backed Notes in the aggregate original principal amount of $249,600,000; (ii) Class A-2a Asset-Backed Notes in the aggregate original principal amount of $490,200,000; (iii) Class A-2b Asset-Backed Notes in the aggregate principal amount of
          $90,000,000; (iv) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $580,200,000 and (v) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $90,000,000 (collectively, the “Notes”).  The Notes will
          be issued on or about April 22, 2026 (the “Closing Date”).  Attached as Exhibit 1.1 is the Underwriting Agreement. Item 8.01 Other Events. On the Closing Date: (a) 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”), will enter into a 2026-1 Vehicle Trust Supplement, to be dated as of the Closing Date (the “2026-1 Vehicle Trust
          Supplement”), 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 SUBI certificate (the “SUBI Certificate”) will be issued to BMW Manufacturing; (b) BMW Manufacturing and BMW LLC will enter into a SUBI Certificate Transfer Agreement, to be dated as of the
          Closing Date (the “SUBI Certificate Transfer Agreement”), pursuant to which the SUBI Certificate will be transferred by BMW Manufacturing to BMW LLC; (c) BMW LLC and the Trust will enter into an Issuer SUBI Certificate Transfer Agreement, to be
          dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”), pursuant to which the SUBI Certificate will be transferred by BMW LLC to the Trust; (d) BMW LLC and Wilmington Trust, National Association, as owner trustee (the
          “Owner Trustee”), will enter into an amended and restated trust agreement of the Trust (the “Amended and Restated Trust Agreement”); (e) Financial Services Vehicle Trust (the “Vehicle Trust”), the UTI Beneficiary and BMW FS, as servicer (in such
          capacity, the “Servicer”) and sponsor (in such capacity, the “Sponsor”), will enter into a 2026-1 Servicing Supplement, to be dated as of the Closing Date (the “2026-1 SUBI Servicing Supplement”), 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 will be serviced by the Servicer; (f) the Trust, the Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), will enter into an Asset Representations Review Agreement,
          to be dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the Specified Leases and Specified Vehicles; (g) the Trust, as issuer, and U.S. Bank Trust Company,
          National Association, as indenture trustee (the “Indenture Trustee”) will enter into an Indenture, to be dated as of the Closing Date (the “Indenture”), pursuant to which the Trust will issue the Notes; (h) BMW FS, as administrator (in such
          capacity, the “Administrator”), BMW LLC, as depositor, the Trust and the Indenture Trustee will enter into an Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), relating to the provision by the
          Administrator of certain services for the Trust; (i) the Vehicle Trust, BMW Manufacturing, BMW LLC, the Trust and the Indenture Trustee will enter into a Back-Up Security Agreement, to be dated as of the Closing Date (the “Back-Up Security
          Agreement”), pursuant to which each of the Vehicle Trust, BMW Manufacturing and BMW LLC will grant to the Trust a first priority security interest in certain collateral to secure the Notes; and (j) the Trust, the Indenture Trustee, including in
          its capacity as secured party, and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”), will enter into a Control Agreement, to be dated as of the Closing Date (the “Control Agreement”), 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. This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements to be executed in connection with the issuance of the
        Notes, the forms of which were filed as Exhibits to the Registration Statement.  Attached as Exhibit 4.1 is the form of the Indenture, as Exhibit 10.2 is the form of the 2026-1 Vehicle Trust Supplement, as Exhibit 10.4 is the form of the 2026-1
        SUBI Servicing Supplement, as Exhibit 10.5 is the form of the SUBI Certificate Transfer Agreement, as Exhibit 10.6 is the form of the Issuer SUBI Certificate Transfer Agreement, as Exhibit 10.7 is form of the Amended and Restated Trust Agreement,
        as Exhibit 10.8 is the form of the Issuer Administration Agreement, as Exhibit 10.9 is the form of the Back-Up Security Agreement, as Exhibit 10.10 is the form of the Asset Representations Review Agreement, and as Exhibit 10.11 is the form of the
        Control Agreement. In connection with the offering of the Notes, the chief executive officer of the registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit
        36.1. The certifications are included in the Depositor Certification attached as Exhibit 36.1, which is being filed as an exhibit to this Current Report on Form 8-K in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K. 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 April 14, 2026, among BMW FS, BMW LLC and J.P. Morgan Securities
                    LLC, on behalf of itself and as representative of the several underwriters named therein. 4.1 Indenture, to be dated as of April 22, 2026, between the Trust, as issuer, and the Indenture Trustee. 10.2 2026-1 Vehicle Trust Supplement, to be dated as of April 22, 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 2026-1 SUBI Servicing Supplement, to be dated as of April 22, 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, to be dated as of April 22, 2026, between BMW Manufacturing, as transferor, and BMW LLC, as
                  transferee. 10.6 Issuer SUBI Certificate Transfer Agreement, to be dated as of April 22, 2026, between BMW LLC, as transferor, and the Trust, as
                  transferee. 10.7 Amended and Restated Trust Agreement, to be dated as of April 22, 2026, between BMW LLC and the Owner Trustee. 10.8 Issuer Administration Agreement, to be dated as of April 22, 2026, among the Administrator, the Trust, BMW LLC, as transferor, and the
                  Indenture Trustee. 10.9 Back-Up Security Agreement, to be dated as of April 22, 2026, among the Vehicle Trust, BMW Manufacturing, BMW LLC, the Trust and the
                  Indenture Trustee. 10.10 Asset Representations Review Agreement, to be dated as of April 22, 2026, among BMW FS, the Trust and the Asset Representations
                  Reviewer. 10.11 Control Agreement, to be dated as of April 22, 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 April 14, 2026, for shelf offerings of asset-backed securities. 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 2026-1 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: April 16, 2026

BMW Auto Leasing LLC and BMW Financial Services NA, LLC entered into an underwriting agreement with J.P. Morgan Securities LLC on April 14, 2026, to sell asset-backed notes issued by BMW Vehicle Lease Trust 2026-1. This strategic financing transaction demonstrates BMW's continued efforts to optimize its vehicle leasing portfolio through capital markets.

On April 14, 2026, BMW Auto Leasing LLC and BMW Financial Services NA, LLC entered into a Material Definitive Agreement with J.P. Morgan Securities LLC for the underwriting of Asset-Backed Notes for BMW Vehicle Lease Trust 2026-1. The agreement entails the sale of Class A-1 Asset-Backed Notes, although specific amounts were not fully disclosed in this excerpt. This transaction is part of BMW's strategic financing efforts to manage and optimize its vehicle leasing portfolio. The choice of J.P. Morgan as underwriter indicates a significant financial strategy aimed at enhancing market position.

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