GM Financial Trust Reports Servicing Compliance Amid Legal Risks

TL;DR

This auto loan trust is operationally sound, but watch out for the legal battles brewing around its sponsor and trustee, which could ripple through the ABS market.

AI Summary

GM Financial Consumer Automobile Receivables Trust 2023-2, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no single obligor represents more than 10% of its pool assets, and no external credit enhancement or derivative instruments are used. The trust, sponsored by AmeriCredit Financial Services, Inc. (dba GM Financial), reported compliance with applicable servicing criteria by both AmeriCredit Financial Services, Inc. and The Bank of New York Mellon, as evidenced by Exhibit 33.1 and Exhibit 33.2, respectively. 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, as Trustee, is also a defendant in RMBS-related lawsuits alleging expansive duties. The filing omits detailed financial statements and management's discussion, consistent with General Instruction J to Form 10-K for asset-backed issuers.

Why It Matters

This 10-K provides a limited but crucial look into the operational health of a securitized auto loan portfolio, impacting investors holding these asset-backed securities. The compliance with servicing criteria by AmeriCredit Financial Services, Inc. and The Bank of New York Mellon is a positive signal for the stability of cash flows to noteholders. However, the ongoing legal proceedings against both the sponsor and the trustee introduce an element of uncertainty, potentially affecting the perceived risk and pricing of future securitizations. For customers, the servicing compliance suggests consistent loan management, while the broader market watches for any systemic issues arising from the legal challenges, especially concerning RMBS litigation against The Bank of New York Mellon, which could set precedents for trustee responsibilities.

Risk Assessment

Risk Level: medium — The risk level is medium due to the legal proceedings disclosed against both the sponsor, AmeriCredit Financial Services, Inc., and the trustee, The Bank of New York Mellon. The sponsor faces potential class actions and regulatory enforcement, which 'could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm.' The Bank of New York Mellon is a defendant in RMBS lawsuits alleging 'expansive duties,' creating uncertainty regarding its future liabilities and operational focus.

Analyst Insight

Investors in GM Financial Consumer Automobile Receivables Trust 2023-2 should monitor the legal proceedings against AmeriCredit Financial Services, Inc. and The Bank of New York Mellon closely, as adverse outcomes could impact the servicer's ability to perform or the trustee's financial stability. While servicing compliance is positive, the litigation introduces an unquantified risk that warrants careful consideration before increasing exposure to similar asset-backed securities.

Key Numbers

• 10% — maximum percentage of pool assets represented by a single obligor (No single obligor represents more than 10% of the pool assets, indicating diversification.)
• 2025-12-31 — fiscal year end date (The report covers the fiscal year ended December 31, 2025.)
• 2026-03-03 — signing date of the report (The report was signed by Richard A. Gokenbach, Jr. on March 3, 2026.)

Key Players & Entities

• GM Financial Consumer Automobile Receivables Trust 2023-2 (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

• Legal and Regulatory Proceedings Against Sponsor [high — legal]: AmeriCredit Financial Services, Inc. (dba GM Financial), the sponsor, is involved in various legal and regulatory proceedings, including potential class actions. These proceedings could lead to substantial damages, significant legal costs, and reputational harm, potentially impacting the trust's operations and the availability of servicing.
• Trustee Involvement in RMBS Lawsuits [medium — legal]: The Bank of New York Mellon, acting as Trustee, is named as a defendant in lawsuits related to Residential Mortgage-Backed Securities (RMBS). These lawsuits allege expansive duties and could result in significant liabilities for the trustee, potentially affecting its ability to fulfill its obligations to the trust.
• Reliance on Servicer Compliance [medium — operational]: The trust's operations are heavily reliant on AmeriCredit Financial Services, Inc. and The Bank of New York Mellon adhering to applicable servicing criteria, as evidenced by Exhibit 33.1 and 33.2. Any failure in compliance by either party could lead to operational disruptions or regulatory scrutiny.

Industry Context

The U.S. auto finance industry is highly competitive, with a significant portion of new and used vehicle sales financed through specialized lenders like GM Financial. Trends include increasing reliance on technology for loan origination and servicing, evolving consumer credit behaviors, and ongoing regulatory oversight. The market is sensitive to interest rate changes and economic conditions, impacting loan performance and demand for auto financing.

Regulatory Implications

The trust operates within a framework governed by regulations like Regulation AB, which dictates disclosure requirements for asset-backed securities. The sponsor's involvement in legal proceedings and the trustee's exposure to RMBS litigation highlight potential risks that could indirectly affect the trust's stability and investor confidence. Compliance with servicing criteria is paramount to avoid regulatory action.

What Investors Should Do

1. Review Exhibit 33.1 and 33.2
2. Monitor legal proceedings against AmeriCredit Financial Services, Inc.
3. Assess the Trustee's exposure to RMBS litigation
4. Understand the absence of external credit enhancement and derivatives

Key Dates

• 2023-03-01: Amended and Restated Articles of Incorporation and Bylaws of AFS SenSub Corp. dated — Establishes the foundational corporate documents for a key entity within the trust's structure.
• 2023-04-12: Indenture, Trust Agreement, Sale and Servicing Agreement, Purchase Agreement, and Asset Representations Review Agreement dated — These agreements are critical to the establishment and operation of the securitization trust, defining the roles of the issuer, servicer, seller, trustee, and collateral agent.
• 2023-11-16: Form SF-3 filed by AFS SenSub Corp. — Incorporates by reference key corporate documents of AFS SenSub Corp., providing historical context for the trust's structure.
• 2025-12-31: Fiscal year end date — Marks the end of the reporting period for the 10-K filing.
• 2026-03-03: Report signing date — Indicates the finalization and submission date of the 10-K filing.

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 2023-2 is a securitization entity, meaning its primary function is to issue securities backed by automobile receivables.)

Obligor

A party that owes an obligation, typically a debt, to another party. (In this context, obligors are the individual consumers who have financed their automobile purchases through loans that form the pool of assets for the trust.)

External Credit Enhancement

Third-party guarantees or support mechanisms designed to protect investors from losses in a securitization. (The absence of external credit enhancement means investors rely solely on the performance of the underlying receivables and any internal credit support.)

Derivative Instruments

Financial contracts whose value is derived from an underlying asset, index, or rate, used to manage risk or alter cash flows. (The absence of derivative instruments indicates that the trust's cash flows are not being modified or hedged through complex financial products.)

Servicing Criteria

A set of standards and procedures that a servicer must follow when managing the assets underlying a securitization. (Compliance with servicing criteria by AmeriCredit Financial Services, Inc. and The Bank of New York Mellon is crucial for the proper functioning and integrity of the trust.)

Asset-Backed Issuer

An issuer that offers securities backed by a pool of assets, such as loans or receivables. (GM Financial Consumer Automobile Receivables Trust 2023-2 is an asset-backed issuer, and its 10-K filing follows specific disclosure rules for such entities (General Instruction J).)

Year-Over-Year Comparison

As this is a 10-K filing for a specific trust (2023-2), a direct year-over-year comparison of financial metrics like revenue or net income is not applicable in the traditional sense, as the trust's financial performance is tied to the performance of its underlying asset pool and is not a standalone operating company. The filing emphasizes compliance with servicing criteria and highlights the absence of external credit enhancement or derivatives, which are structural features rather than performance changes. The primary focus remains on the operational integrity and legal exposures of the sponsor and trustee.

Filing Documents

• a10-k_gmcar2023x2x2025.htm (10-K) — 73KB
• exhibit311_gmcar2023-2x2025.htm (EX-31.1) — 8KB
• exhibit331_gmcar2023-2x2025.htm (EX-33.1) — 122KB
• exhibit332_gmcar2023-2x2025.htm (EX-33.2) — 87KB
• exhibit341_gmcar2023-2x2025.htm (EX-34.1) — 9KB
• exhibit342_gmcar2023-2x2025.htm (EX-34.2) — 12KB
• exhibit351_gmcar2023-2x2025.htm (EX-35.1) — 6KB
• capture.jpg (GRAPHIC) — 13KB
• capture1.jpg (GRAPHIC) — 13KB
• image.jpg (GRAPHIC) — 5KB
• imagea.jpg (GRAPHIC) — 3KB
• 0001968204-26-000012.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 12, 2023, between GM Financial Consumer Automobile Receivables Trust 2023-2 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 2023-2 (File No. 333-249515-10) with the SEC on April 13, 2023). Exhibit 4.2 Amended and Restated Trust Agreement, dated as of April 12, 2023, 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 2023-2 (File No. 333-249515-10) with the SEC on April 13, 2023). Exhibit 4.3 Sale and Servicing Agreement, dated as of April 12, 2023, among GM Financial Consumer Automobile Receivables Trust 2023-2, 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 2023-2 (File No. 333-249515-10) with the SEC on April 13, 2023). Exhibit 10.1 Purchase Agreement, dated as of April 12, 2023, 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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