GM Financial Trust 2023-3 Confirms Servicing Compliance, Cites Legal Risks

TL;DR

**This 10-K is a standard compliance check for the GM Financial auto loan trust, but keep an eye on AmeriCredit's legal woes – they could spill over.**

AI Summary

GM Financial Consumer Automobile Receivables Trust 2023-3, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no revenue or net income as it is a pass-through trust. The filing confirms compliance with applicable servicing criteria by AmeriCredit Financial Services, Inc. and Citibank, N.A., as evidenced by Exhibit 33.1 and Exhibit 33.2, respectively. Key business changes include the ongoing servicing of automobile receivables by AmeriCredit Financial Services, Inc., dba GM Financial, as per the Sale and Servicing Agreement dated July 19, 2023. Risks primarily stem from the sponsor, AmeriCredit Financial Services, Inc., being subject to various legal and regulatory proceedings, including potential class actions, which could result in substantial damages or reputational harm, as detailed in Item 1117 of Regulation AB. The strategic outlook focuses on the continued performance of the underlying automobile receivables, with no single obligor representing more than 10% of the pool assets, and no external credit enhancement or derivative instruments altering cash flow characteristics.

Why It Matters

This 10-K provides crucial transparency for investors in the GM Financial Consumer Automobile Receivables Trust 2023-3, confirming that the servicing of the underlying auto loans by AmeriCredit Financial Services, Inc. met all applicable criteria for the year ended December 31, 2025. This compliance is vital for maintaining investor confidence in the cash flow stability of the asset-backed securities. For employees of GM Financial and its affiliates, it underscores the operational rigor required in managing these securitized assets. The disclosure of ongoing legal and regulatory proceedings against the sponsor, AmeriCredit Financial Services, Inc., highlights potential systemic risks that could impact the broader auto finance market, especially if adverse outcomes affect the servicer's ability to perform its duties, potentially impacting the competitive landscape for other auto loan securitizers.

Risk Assessment

Risk Level: medium — The risk level is medium due to the explicit disclosure in Item 1117 of Regulation AB regarding the sponsor, AmeriCredit Financial Services, Inc., being subject to "various pending and potential legal and regulatory proceedings." These proceedings, including potential class actions, could lead to "substantial damages, settlements, fines, penalties, diminished income or reputational harm," which could materially and adversely affect the interests of noteholders or the servicer's ability to perform its duties.

Analyst Insight

Investors in GM Financial Consumer Automobile Receivables Trust 2023-3 should monitor news and future filings regarding legal and regulatory proceedings involving AmeriCredit Financial Services, Inc. While the trust itself is a pass-through entity, the servicer's financial health and operational capacity are directly tied to the performance of the securitized assets. Consider the potential impact of these legal risks on the servicer's long-term stability.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 2025 — Fiscal Year End (The period covered by this 10-K filing.)
• July 19, 2023 — Indenture and Agreement Dates (Date of key agreements like the Indenture, Trust Agreement, and Sale and Servicing Agreement.)
• 10% — Maximum Single Obligor Exposure (No single obligor represents more than 10% of the pool assets, indicating diversification.)
• 0001979069 — Issuing Entity CIK number (Unique identifier for GM Financial Consumer Automobile Receivables Trust 2023-3.)
• 0001002761 — Sponsor CIK number (Unique identifier for AmeriCredit Financial Services, Inc.)

Key Players & Entities

• GM Financial Consumer Automobile Receivables Trust 2023-3 (company) — Issuing Entity
• AFS SENSUB CORP. (company) — Depositor
• AMERICREDIT FINANCIAL SERVICES, INC. (company) — Sponsor and Servicer
• Citibank, N.A. (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 subject to various legal and regulatory proceedings. These include potential class actions that could result in substantial damages and reputational harm, impacting the trust's operations and stability.
• Servicing Compliance [medium — operational]: The trust relies on AmeriCredit Financial Services, Inc. and Citibank, N.A. for servicing. Compliance with applicable servicing criteria is confirmed by Exhibit 33.1 and Exhibit 33.2, but any failure in these servicing activities could impact the performance of the underlying receivables.
• Underlying Receivable Performance [medium — market]: The strategic outlook for the trust is dependent on the continued performance of the underlying automobile receivables. Economic downturns or changes in consumer creditworthiness could negatively affect the value and cash flows of these assets.

Industry Context

The automobile finance industry is characterized by significant competition among lenders and a reliance on consumer credit quality. Trends include evolving financing models, increasing use of technology in loan origination and servicing, and sensitivity to economic cycles and interest rate fluctuations. Securitization remains a key funding mechanism for originators like GM Financial.

Regulatory Implications

The trust operates under the disclosure and compliance framework of Regulation AB. Risks associated with the sponsor's legal proceedings and the need for consistent adherence to servicing criteria by AmeriCredit and Citibank highlight the importance of regulatory compliance in maintaining investor confidence.

What Investors Should Do

1. Monitor Sponsor Legal Proceedings
2. Review Servicing Compliance Reports
3. Assess Underlying Receivable Performance

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2023-07-19: Indenture and Sale and Servicing Agreement Dates — Establishes the foundational legal agreements governing the trust and its operations.
• 2023-11-16: AFS SenSub Corp. Form SF-3 Filing — Incorporates by reference key corporate documents for AFS SenSub Corp., a related entity.
• 2023-07-24: Form 8-K Filing — Reported the execution of key agreements including the Indenture, Trust Agreement, and Sale and Servicing Agreement.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by those assets. (GM Financial Consumer Automobile Receivables Trust 2023-3 is a securitization entity holding automobile receivables.)

Pass-through Trust

A trust that passes income and principal payments from underlying assets directly to the security holders. (Indicates the trust's structure does not generate its own revenue or net income, but rather distributes payments from receivables.)

Servicing Criteria

A set of standards and requirements that a servicer must meet when managing financial assets, as outlined by regulations. (Compliance with these criteria by AmeriCredit and Citibank is crucial for the trust's operational integrity.)

Regulation AB

SEC rules governing the disclosure requirements for asset-backed securities offerings. (Key sections of Regulation AB are referenced for risk factors and disclosures related to the trust's assets and operations.)

Sponsor

The entity that originates or purchases the assets being securitized and initiates the securitization process. (AmeriCredit Financial Services, Inc. is the sponsor, and its financial health and legal standing are critical to the trust.)

Pool Assets

The collection of financial assets, in this case, automobile receivables, that are pooled together to back the issued securities. (The performance and diversification of these receivables directly impact the trust's cash flows.)

Year-Over-Year Comparison

As this is the initial 10-K filing for GM Financial Consumer Automobile Receivables Trust 2023-3, there are no prior year figures to compare against. Key agreements were established on July 19, 2023, and the filing confirms the trust's structure as a pass-through entity with no revenue or net income. The primary risks identified stem from the sponsor's legal standing and the performance of the underlying receivables.

Filing Documents

• a10-k_gmcar2023x3x2025.htm (10-K) — 72KB
• exhibit311_gmcar2023-3x2025.htm (EX-31.1) — 8KB
• exhibit331_gmcar2023-3x2025.htm (EX-33.1) — 125KB
• exhibit332_gmcar2023-3x2025.htm (EX-33.2) — 25KB
• exhibit341_gmcar2023-3x2025.htm (EX-34.1) — 9KB
• exhibit342_gmcar2023-3x2025.htm (EX-34.2) — 9KB
• exhibit351_gmcar2023-3x2025.htm (EX-35.1) — 6KB
• image_0.jpg (GRAPHIC) — 6KB
• 0001979069-26-000012.txt ( ) — 263KB

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 July 19, 2023, between GM Financial Consumer Automobile Receivables Trust 2023-3 and Citibank, N.A., 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 2023-3 (File No. 333-249515-11) with the SEC on July 24, 2023). Exhibit 4.2 Amended and Restated Trust Agreement, dated as of July 19, 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 2023-3 (File No. 333-249515-11) with the SEC on July 24, 2023). Exhibit 4.3 Sale and Servicing Agreement, dated as of July 19, 2023, among GM Financial Consumer Automobile Receivables Trust 2023-3, as Issuer, AmeriCredit Financial Services, Inc., dba GM Financial, as Servicer, AFS SenSub Corp., as Seller, and Citibank, N.A., 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 2023-3 (File No. 333-249515-11) with the SEC on July 24, 2023). Exhibit 10.1 Purchase Agreement, dated as of July 19, 2023, between AmeriCredit Financial Services, Inc

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 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.

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 (Citibank, N.A.). 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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