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): ~~November 19~~January 12, ~~2021~~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~~CommissionFile ~~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-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~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon 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-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 8 5.0102. ~~Other~~Departure ~~Events.~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnMahesh ~~November 19,~~Aditya ~~2021,~~Offer ~~Santander~~Letter ~~Consumer~~Amendment USA Holdings Inc. (the “Company”) announced that its Board of Directors declared a dividend of $0.22 per share of common stock. The dividend will be payable on December 9, 2021 to shareholders of record as of November 29, 2021.

AOn ~~copy~~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 ~~press~~employment ~~release~~with isthe ~~filed~~Company. Under the Amendment, effective as ~~Exhibit~~of ~~99.~~January 1, 2021, Mr. Aditya’s annual base salary will be $2,067,927 and ~~incorporated~~his ~~into~~target ~~this~~incentive ~~Item~~will 8be $2,599,390.01 byAll ~~reference~~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
ExhibitNo.	Description
	99.1	Press Release of Santander Consumer USA Holdings Inc., dated November 19, 2021.
10.1	Offer Letter Amendment by and between Santander Consumer USA Inc. and Mahesh Aditya, executed on January 12, 2022.
104	~~104~~Cover page Interactive data file (embedded with in the inline XBRL document)	~~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: November 19, 2021	By:	/s/ Christopher Pfirrman
Dated: January 14, 2022	By:	/s/ Christopher Pfirrman
	Name:	Christopher Pfirrman
	Title:	Chief Legal Officer

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