GM Financial Auto Trust Reports Servicing Compliance Amid Legal Risks

TL;DR

**This auto loan trust is operationally sound, but watch out for the legal storm clouds gathering over its sponsor and trustee.**

AI Summary

GM Financial Consumer Automobile Receivables Trust 2022-2, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025. The filing indicates no single obligor represents more than 10% of the pool assets, and there is no external credit enhancement or derivative instruments altering cash flow characteristics. AmeriCredit Financial Services, Inc. (dba GM Financial), as Servicer, asserted compliance in all material respects with applicable servicing criteria for the year ended December 31, 2025, a claim supported by independent registered public accounting firms Ernst & Young LLP and KPMG LLP. The Bank of New York Mellon, as Trustee, also provided an assessment of compliance with applicable servicing criteria. The sponsor, AmeriCredit Financial Services, Inc., faces various legal and regulatory proceedings, including potential class actions, which could result in substantial damages or reputational harm. The Bank of New York Mellon is also a defendant in RMBS-related lawsuits, alleging expansive trustee duties.

Why It Matters

This 10-K provides transparency into the performance and oversight of the GM Financial Consumer Automobile Receivables Trust 2022-2, a key securitization vehicle for auto loans. For investors holding these asset-backed securities, the confirmed compliance with servicing criteria by AmeriCredit Financial Services, Inc. and The Bank of New York Mellon offers reassurance regarding operational integrity. However, the ongoing legal proceedings against both the sponsor and the trustee introduce a layer of uncertainty, potentially impacting the servicer's ability to perform and the trustee's overall stability, which could indirectly affect the trust's performance and the broader auto ABS market. This competitive context highlights the importance of robust legal and operational frameworks in the financial services industry.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant legal and regulatory proceedings facing both the sponsor, AmeriCredit Financial Services, Inc., and the trustee, The Bank of New York Mellon. The filing explicitly states that an adverse outcome in these proceedings "could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm to the sponsor, and could materially and adversely affect the interests of the noteholders or the servicer's ability to perform its duties." The Bank of New York Mellon is also defending against RMBS-related lawsuits, indicating broader systemic risks for key financial intermediaries.

Analyst Insight

Investors in GM Financial Consumer Automobile Receivables Trust 2022-2 should monitor the legal proceedings against AmeriCredit Financial Services, Inc. and The Bank of New York Mellon closely. While servicing compliance is affirmed, potential adverse legal outcomes could indirectly impact the trust's performance or the servicer's capacity, warranting a review of exposure to these entities.

Key Numbers

• 10% — Maximum percentage of pool assets represented by a single obligor (No single obligor exceeds this threshold, indicating diversification within the pool.)
• 2025 — Fiscal year end (The period covered by the compliance assertions and financial reporting.)
• 2022 — Trust inception year (The trust was established in April 2022, as indicated by the Indenture and Trust Agreement dates.)

Key Players & Entities

• GM Financial Consumer Automobile Receivables Trust 2022-2 (company) — Issuing entity
• AFS SENSUB CORP. (company) — Depositor
• AMERICREDIT FINANCIAL SERVICES, INC. (company) — Sponsor and Servicer
• The Bank of New York Mellon (company) — Trustee and Trust Collateral Agent
• Wilmington Trust Company (company) — Owner Trustee
• Clayton Fixed Income Services LLC (company) — Asset Representation Reviewer
• Ernst & Young LLP (company) — Independent Registered Public Accounting Firm
• KPMG LLP (company) — Independent Registered Public Accounting Firm
• Richard A. Gokenbach, Jr. (person) — Executive Vice President and Chief Financial Officer of AFS SenSub Corp.
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Sponsor Legal and Regulatory Proceedings [high — legal]: AmeriCredit Financial Services, Inc. (dba GM Financial), the sponsor, is involved in various legal and regulatory proceedings. These include potential class actions that could result in substantial damages and reputational harm.
• Trustee RMBS-Related Lawsuits [medium — legal]: The Bank of New York Mellon, acting as Trustee, is a defendant in lawsuits related to Residential Mortgage-Backed Securities (RMBS). These lawsuits allege expansive trustee duties, potentially leading to increased liability for the trustee.
• Servicer Compliance Assertions [medium — operational]: While AmeriCredit Financial Services, Inc. asserted compliance with applicable servicing criteria for the year ended December 31, 2025, this compliance is subject to independent audits. Any material non-compliance could impact the trust's operations.
• Lack of External Credit Enhancement [medium — financial]: The securitization structure for GM Financial Consumer Automobile Receivables Trust 2022-2 does not include any external credit enhancement. This means that the notes and certificates are solely supported by the underlying pool of automobile receivables.
• Absence of Derivative Instruments [low — financial]: There are no derivative instruments used to alter the payment characteristics of the cash flows from the issuing entity. This implies that the cash flows are directly tied to the performance of the underlying receivables without hedging or modification.

Industry Context

The automobile finance industry is characterized by intense competition among lenders, including captive finance companies like GM Financial and independent finance companies. Trends include evolving consumer preferences towards electric vehicles, increasing reliance on digital platforms for loan applications and servicing, and a dynamic regulatory environment impacting lending practices and data privacy.

Regulatory Implications

The sponsor's involvement in various legal and regulatory proceedings, including potential class actions, poses a significant risk. Additionally, the trustee's involvement in RMBS-related lawsuits highlights potential liabilities associated with fiduciary duties in structured finance. Compliance with servicing criteria, as asserted by the servicer, is crucial for maintaining the integrity of the securitization.

What Investors Should Do

1. Monitor Sponsor Legal Proceedings
2. Assess Trustee Litigation Impact
3. Review Servicer Compliance Audit Reports
4. Evaluate Pool Diversification

Key Dates

• 2022-04-13: Trust Inception and Agreement Dates — Marks the establishment of the GM Financial Consumer Automobile Receivables Trust 2022-2, with the Indenture and Trust Agreement being executed on this date.
• 2023-03-01: Amended and Restated Articles of Incorporation and Bylaws of AFS SenSub Corp. — Indicates corporate structure updates for the seller entity, AFS SenSub Corp., which is relevant to the securitization process.
• 2025-12-31: Fiscal Year End — The period for which the servicer's compliance assertions and financial reporting are made.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (GM Financial Consumer Automobile Receivables Trust 2022-2 is a securitization entity, central to the structure of the filing.)

Obligor

An individual or entity that owes a debt or obligation. (Refers to the borrowers of the automobile loans within the pool, with no single obligor exceeding 10% of pool assets.)

External Credit Enhancement

Third-party guarantees or support mechanisms designed to reduce the credit risk of a securitized pool of assets. (The absence of this in the filing indicates that the securities rely solely on the performance of the underlying receivables.)

Derivative Instruments

Financial contracts whose value is derived from an underlying asset, index, or rate, often used to alter cash flow characteristics. (The absence of these means the cash flows from the trust are not modified by such instruments.)

Servicing Criteria

A set of standards and requirements that a servicer must adhere to when managing securitized assets. (The filing includes assertions of compliance with these criteria by the servicer, AmeriCredit Financial Services, Inc.)

Sponsor

The entity that initiates and organizes a securitization transaction, typically by originating or purchasing the assets to be securitized. (AmeriCredit Financial Services, Inc. is the sponsor and faces potential legal and regulatory risks.)

Trustee

A financial institution responsible for holding assets in trust and ensuring the terms of the trust agreement are met. (The Bank of New York Mellon acts as Trustee and is involved in RMBS-related litigation.)

Pool Assets

The collection of underlying assets (in this case, automobile receivables) that are securitized and back the issued securities. (The diversification and composition of these assets are key to the trust's performance.)

Year-Over-Year Comparison

This 10-K filing for GM Financial Consumer Automobile Receivables Trust 2022-2 covers the fiscal year ending December 31, 2025. As this is the first 10-K filing for this specific trust (established in April 2022), a direct comparison of key financial metrics like revenue growth, margin changes, or specific new risks to a prior year's filing is not applicable. However, the filing reiterates the trust's structure, including the absence of external credit enhancement and derivative instruments, and highlights ongoing legal and regulatory risks associated with the sponsor and trustee, which are critical considerations for investors.

Filing Documents

• a10-k_gmcar2022x2x2025.htm (10-K) — 73KB
• exhibit311_gmcar2022-2x2025.htm (EX-31.1) — 8KB
• exhibit331_gmcar2022-2x2025.htm (EX-33.1) — 122KB
• exhibit332_gmcar2022-2x2025.htm (EX-33.2) — 87KB
• exhibit341_gmcar2022-2x2025.htm (EX-34.1) — 9KB
• exhibit342_gmcar2022-2x2025.htm (EX-34.2) — 12KB
• exhibit351_gmcar2022-2x2025.htm (EX-35.1) — 6KB
• capture.jpg (GRAPHIC) — 13KB
• capture1.jpg (GRAPHIC) — 13KB
• image.jpg (GRAPHIC) — 5KB
• imagea.jpg (GRAPHIC) — 3KB
• 0001916232-26-000012.txt ( ) — 356KB

RISK FACTORS

ITEM 1A. RISK FACTORS

CYBERSECURITY

ITEM 1C. CYBERSECURITY

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II The following Items have been omitted in accordance with General Instruction J to Form 10-K

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION None.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III The following Items have been omitted in accordance with General Instruction J to Form 10-K

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) (1) Not applicable (2) Not applicable (3) As reported under clause (b) (b) Exhibit Number Description Exhibit 3.1 Amended and Restated Articles of Incorporation, dated as of March 1, 2023, of AFS SenSub Corp. (incorporated by reference from Exhibit 3.1 of the Form SF-3 filed by AFS SenSub Corp. (File No. 333-275606) with the SEC on November 16, 2023). Exhibit 3.2 Amended and Restated Bylaws, dated as of March 1, 2023, of AFS SenSub Corp. (incorporated by reference from Exhibit 3.2 of the Form SF-3 filed by AFS SenSub Corp. (File No. 333-275606) with the SEC on November 16, 2023). Exhibit 4.1 Indenture, dated as of April 13, 2022, between GM Financial Consumer Automobile Receivables Trust 2022-2 and The Bank of New York Mellon, as Trustee and Trust Collateral Agent (incorporated by reference from Exhibit 4.1 of the Current Report on Form 8-K filed by GM Financial Consumer Automobile Receivables Trust 2022-2 (File No. 333-249515-06) with the SEC on April 19, 2022). Exhibit 4.2 Amended and Restated Trust Agreement, dated as of April 13, 2022, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee (incorporated by reference from Exhibit 4.2 of the Current Report on Form 8-K filed by GM Financial Consumer Automobile Receivables Trust 2022-2 (File No. 333-249515-06) with the SEC on April 19, 2022). Exhibit 4.3 Sale and Servicing Agreement, dated as of April 13, 2022, among GM Financial Consumer Automobile Receivables Trust 2022-2, as Issuer, AmeriCredit Financial Services, Inc., dba GM Financial, as Servicer, AFS SenSub Corp., as Seller, and The Bank of New York Mellon, as Trust Collateral Agent (incorporated by reference from Exhibit 4.3 of the Current Report on Form 8-K filed by GM Financial Consumer Automobile Receivables Trust 2022-2 (File No. 333-249515-06) with the SEC on April 19, 2022). Exhibit 10.1 Purchase Agreement, dated as of April 13, 2022, between Am

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY None. SUBSTITUTE INFORMATION INCLUDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K

(b) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL INFORMATION)

ITEM 1112(b) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL INFORMATION) There is no single obligor that represents more than 10% of the pool assets. ITEM 1114(b)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVE INSTRUMENTS (FINANCIAL INFORMATION) There is no external credit enhancement or other support provider that is liable to provide payments supporting any notes or certificates issued by the Issuing Entity.

(b) OF REGULATION AB. CERTAIN DERIVATIVE INSTRUMENTS (FINANCIAL INFORMATION)

ITEM 1115(b) OF REGULATION AB. CERTAIN DERIVATIVE INSTRUMENTS (FINANCIAL INFORMATION) No entity provides any derivative instruments that are used to alter the payment characteristics of the cash flows from the Issuing Entity.

OF REGULATION AB. LEGAL PROCEEDINGS

ITEM 1117 OF REGULATION AB. LEGAL PROCEEDINGS The Sponsor and the Servicer The sponsor is subject to various pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas and enforcement proceedings. Some litigation against the sponsor could take the form of class actions. The outcome of these proceedings is inherently uncertain, and thus the sponsor cannot confidently predict how or when proceedings will be resolved. An adverse outcome in one or more of these proceedings could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm to the sponsor, and could materially and adversely affect the interests of the noteholders or the servicer's ability to perform its duties under the Transaction Documents. The Trustee and the Trust Collateral Agent In the ordinary course of business, The Bank of New York Mellon is named as a defendant in legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization, or RMBS, transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.

OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 1119 OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

ITEM 1122 OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA. The following documents are filed as part of this report. Exhibit Number Description Exhibit 33.1 Management's Assertion Regarding Compliance with Applicable Servicing Criteria concerning servicing activities of AmeriCredit Financial Services, Inc. and its subsidiaries for the year ended December 31, 2025. Exhibit 33.2 Assessment of Compliance with Applicable Servicing Criteria (The Bank of New York Mellon). Exhibit 34.1 Report of Independent Registered Public Accounting Firm (Ernst Young LLP). Exhibit 34.2 Report of Independent Registered Public Accounting Firm (KPMG LLP). The Servicer has complied, in all material respects, with the Applicable Servicing Criteria.

OF REGULATION AB. SERVICER COMPLIANCE STATEMENT

ITEM 1123 OF REGULATION AB. SERVICER COMPLIANCE STATEMENT The following documents are filed as part of this report. Exhibit Number Description Exhibit 35.1 Servicer Compliance Statement of AmeriCredit Financial Services, Inc.

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, AFS SenSub Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By AFS SENSUB CORP., as Depositor By s Richard A. Gokenbach, Jr. Name Richard A. Gokenbach, Jr. Title Executive Vice President and Chief Financial Officer Date March 3, 2026 Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.

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