World Omni Trust 2022-D Discloses Trustee Lawsuit, Stable Pool
| Field | Detail |
|---|---|
| Company | World Omni Auto Receivables Trust 2022-D |
| Form Type | 10-K |
| Filed Date | Mar 23, 2026 |
| Risk Level | medium |
| Pages | 9 |
| Reading Time | 10 min |
| Sentiment | mixed |
Sentiment: mixed
Topics: Auto Receivables, Asset-Backed Securities, Securitization, Indenture Trustee, Legal Risk, Servicing Compliance, 10-K Filing
TL;DR
The World Omni Auto Receivables Trust 2022-D is operationally sound, but the lawsuit against its indenture trustee, WTNA, is a red flag for ABS investors.
AI Summary
World Omni Auto Receivables Trust 2022-D, 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 highlights that no single obligor represents 10% or more of the pool assets, and no external credit enhancement providers are significant. A key development is a civil complaint filed on February 3, 2026, against Wilmington Trust, National Association (WTNA), the indenture trustee, for unspecified damages related to alleged breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions. This legal action, while not directly against World Omni Auto Receivables Trust 2022-D, involves its indenture trustee. World Omni Financial Corp. acts as the sponsor, originator, and primary servicer, while World Omni Auto Receivables LLC, a wholly-owned subsidiary, holds a 100% ownership interest in the Trust through its purchase of the Certificates. Both the Sponsor and WTNA reported no material instances of noncompliance with applicable servicing criteria under Item 1122 of Regulation AB.
Why It Matters
This 10-K provides a snapshot of the World Omni Auto Receivables Trust 2022-D's operational health and legal landscape, crucial for investors holding its Notes or Certificates. The lawsuit against Wilmington Trust, National Association, while not directly involving this specific trust, introduces potential reputational and operational risks for a key service provider in the asset-backed securities market. For employees of World Omni Financial Corp., the continued compliance with servicing criteria indicates stable operations. The broader market should note the ongoing scrutiny of indenture trustees in ABS transactions, potentially influencing future due diligence and risk assessments in the competitive auto loan securitization space.
Risk Assessment
Risk Level: medium — The risk level is medium due to the legal proceedings against Wilmington Trust, National Association (WTNA), the indenture trustee, for alleged breaches of contract and duties in other asset-backed securitization transactions. While the lawsuit is not directly against World Omni Auto Receivables Trust 2022-D, it involves a critical third-party service provider, potentially impacting the trust's operations or investor confidence if WTNA's capacity or reputation is significantly impaired. The filing explicitly states, "WTNA intends to vigorously defend itself against this legal action," indicating an ongoing and potentially costly dispute.
Analyst Insight
Investors should monitor the legal proceedings against Wilmington Trust, National Association, as the outcome could affect the broader ABS market and the perceived reliability of indenture trustees. While the trust itself shows no direct operational issues, this external legal risk warrants careful consideration of counterparty risk in securitized products.
Financial Highlights
- debt To Equity
- 0.0
- 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
- 10% — maximum percentage of pool assets represented by a single obligor (No single obligor represents 10% or more of the pool assets, indicating diversification.)
- 100% — ownership interest in the Trust (The Depositor, a subsidiary of the Sponsor, holds a 100% ownership interest in the Trust.)
- 2025-12-31 — fiscal year end date (The 10-K covers the fiscal year ended December 31, 2025.)
- 2026-02-03 — date of civil complaint (Civil complaint served to WTNA on February 3, 2026.)
Key Players & Entities
- World Omni Auto Receivables Trust 2022-D (company) — issuing entity
- Wilmington Trust, National Association (company) — indenture trustee facing civil complaint
- Tricolor Holdings, LLC (company) — company related to the asset-backed securitization transactions in the lawsuit
- World Omni Financial Corp. (company) — sponsor, originator, and primary servicer
- World Omni Auto Receivables LLC (company) — depositor and wholly-owned subsidiary of the sponsor
- Michael Hollis (person) — Group Vice President and Assistant Secretary of World Omni Financial Corp.
- PricewaterhouseCoopers LLP (company) — independent registered public accounting firm
- SEC (regulator) — Securities and Exchange Commission
FAQ
What is the primary business of World Omni Auto Receivables Trust 2022-D?
World Omni Auto Receivables Trust 2022-D is an issuing entity for asset-backed securitization transactions, specifically holding a pool of auto receivables. It does not have a traditional operating business, but rather functions as a pass-through entity for these assets.
Who is the sponsor and servicer for World Omni Auto Receivables Trust 2022-D?
World Omni Financial Corp. is identified as the sponsor, originator, and primary servicer for World Omni Auto Receivables Trust 2022-D, as stated in Item 1119 of Regulation AB.
What significant legal proceedings are disclosed in the World Omni Auto Receivables Trust 2022-D 10-K?
The 10-K discloses a civil complaint filed on February 3, 2026, against Wilmington Trust, National Association (WTNA), the indenture trustee, for unspecified damages related to alleged breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions.
Does World Omni Auto Receivables Trust 2022-D have any significant obligors?
No, the filing explicitly states that no single obligor represents 10% or more of the pool assets held by World Omni Auto Receivables Trust 2022-D, indicating a diversified pool.
Are there any external credit enhancements for World Omni Auto Receivables Trust 2022-D?
The 10-K states that no entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets or payments on the notes or certificates issued by the Trust.
What is the relationship between World Omni Auto Receivables LLC and World Omni Financial Corp.?
World Omni Auto Receivables LLC, the depositor, is a wholly-owned subsidiary of World Omni Financial Corp., the sponsor. This makes the Trust, through the Depositor's 100% ownership of the Certificates, an affiliated party of the Sponsor.
Did the servicing parties for World Omni Auto Receivables Trust 2022-D comply with applicable servicing criteria?
Yes, both World Omni Financial Corp. (as servicer) and Wilmington Trust, National Association (as indenture trustee) completed Servicing Reports and Attestation Reports, which identified no material instances of noncompliance with the applicable servicing criteria under Item 1122 of Regulation AB.
What is the aggregate market value of common equity for World Omni Auto Receivables Trust 2022-D?
The filing states that the aggregate market value of the voting and non-voting common equity held by non-affiliates is 'Not applicable,' as the Trust does not have common equity registered pursuant to Section 12(b) or 12(g) of the Act.
What is the significance of the 'Not Applicable' responses in the 10-K for World Omni Auto Receivables Trust 2022-D?
Many 'Not Applicable' responses, such as for Business, Risk Factors, Properties, and Management's Discussion and Analysis, are typical for a pass-through securitization trust like World Omni Auto Receivables Trust 2022-D, which has a limited operational scope and no traditional management or common equity.
How does the lawsuit against WTNA impact investors in World Omni Auto Receivables Trust 2022-D?
While the lawsuit is not directly against World Omni Auto Receivables Trust 2022-D, it involves its indenture trustee, WTNA. Investors should be aware of potential indirect impacts such as reputational risk to a key service provider, which could affect market perception or, in extreme cases, WTNA's ability to fulfill its duties, though WTNA intends to vigorously defend itself.
Risk Factors
- Civil Complaint Against Indenture Trustee [medium — legal]: A civil complaint was filed on February 3, 2026, against Wilmington Trust, National Association (WTNA), the indenture trustee. The complaint alleges unspecified damages related to breaches of contract and duties in other Tricolor Holdings, LLC securitization transactions. While not directly against the Trust, this action involves a key party responsible for its administration.
Industry Context
The auto finance industry is characterized by intense competition among originators and servicers. Securitization remains a critical funding mechanism for auto loan originators, allowing them to access capital markets and manage balance sheet risk. Trends include evolving consumer credit preferences and increasing regulatory scrutiny on servicing practices.
Regulatory Implications
The civil complaint against the indenture trustee, WTNA, raises potential concerns regarding the continuity and effectiveness of trust administration. While not directly impacting the Trust's operations, any disruption to the trustee's functions could have indirect consequences for investors.
What Investors Should Do
- Monitor legal proceedings against WTNA.
- Review any future filings for updates on the WTNA litigation.
- Assess the diversification of the underlying auto loan pool.
Key Dates
- 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
- 2026-02-03: Civil Complaint Filed Against WTNA — A legal action against the indenture trustee, which could potentially impact the Trust's operations or administration if the trustee's ability to perform its duties is affected.
Glossary
- Pass-through trust
- A type of trust where the income and principal generated by the underlying assets are passed directly to the investors, with minimal administrative overhead. (Explains the Trust's structure and why it reports no revenue or net income.)
- Indenture Trustee
- A financial institution appointed to act on behalf of bondholders in a securitization transaction, ensuring the terms of the indenture are met. (Wilmington Trust, National Association (WTNA) is the indenture trustee, and a recent civil complaint against it is a significant event.)
- Sponsor
- The entity that originates the assets being securitized and typically initiates the securitization process. (World Omni Financial Corp. is the sponsor, indicating its central role in the Trust's creation and ongoing operations.)
- Regulation AB
- A set of rules issued by the U.S. Securities and Exchange Commission (SEC) governing the registration, reporting, and disclosure requirements for asset-backed securities. (The filing references compliance with Item 1122 of Regulation AB, related to servicing criteria.)
- Securitization Entity
- A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (Defines the nature of World Omni Auto Receivables Trust 2022-D.)
Year-Over-Year Comparison
As this is the initial 10-K filing for World Omni Auto Receivables Trust 2022-D, there are no prior year figures to compare against. Key information pertains to the structure of the trust, the roles of the sponsor and trustee, and the absence of significant concentration risks. The primary new development is the civil complaint filed against the indenture trustee, WTNA, on February 3, 2026.
Filing Stats: 2,566 words · 10 min read · ~9 pages · Grade level 10.7 · Accepted 2026-03-23 15:29:47
Filing Documents
- tm261230d4_10k.htm (10-K) — 67KB
- tm261230d4_ex31-1.htm (EX-31.1) — 7KB
- tm261230d4_ex33-1.htm (EX-33.1) — 71KB
- tm261230d4_ex33-2.htm (EX-33.2) — 18KB
- tm261230d4_ex34-1.htm (EX-34.1) — 8KB
- tm261230d4_ex34-2.htm (EX-34.2) — 6KB
- tm261230d4_ex35-1.htm (EX-35.1) — 5KB
- tm261230d4_ex33-2img001.jpg (GRAPHIC) — 5KB
- tm261230d4ex34-1img001.jpg (GRAPHIC) — 7KB
- 0001104659-26-033262.txt ( ) — 201KB
Risk Factors
Item 1A. Risk Factors. Not Applicable.
Unresolved Staff Comments
Item 1B. Unresolved Staff Comments. None.
Cybersecurity
Item 1C. Cybersecurity. Not Applicable. Item2. Properties. Not Applicable.
Legal
Item 3. Legal Proceedings. Not Applicable. Item4. [Reserved]. Substitute Information Provided in Accordance with General Instruction J to Form 10-K:
(B) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS
ITEM 1112(B) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL INFORMATION). No single obligor represents 10% or more of the pool assets held by World Omni Auto Receivables Trust 2022-D (the "Trust").
(B)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT,
ITEM 1114(B)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVES INSTRUMENTS (INFORMATION REGARDING SIGNIFICANT ENHANCEMENT PROVIDERS). No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Trust or payments on the notes (the "Notes") or certificates (the "Certificates") issued by the Trust.
(B) OF REGULATION AB. CERTAIN DERIVATIVE INSTRUMENTS (FINANCIAL
ITEM 1115(B) OF REGULATION AB. CERTAIN DERIVATIVE INSTRUMENTS (FINANCIAL INFORMATION). Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this item.
OF REGULATION AB. LEGAL PROCEEDINGS
ITEM 1117 OF REGULATION AB. LEGAL PROCEEDINGS. The following events have been brought to our attention by Wilmington Trust, National Association (“WTNA”), in its capacity as indenture trustee (the “Indenture Trustee”): On February 3, 2026, certain investors served WTNA with a civil complaint, filed in the Supreme Court of the State of New York, County of New York, for an unspecified amount of damages arising from alleged breaches of contract and duties related to WTNA’s roles as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. The plaintiffs generally assert causes of action related to WTNA’s purported failure to comply with certain provisions related to waterfall payments, servicing transition costs and post-event of default duties and related to WTNA’s purported failure to perform certain actions as custodian with respect to the related receivables. WTNA intends to vigorously defend itself against this legal action. Except as described in the previous paragraph, no other legal proceedings are pending (or known to be contemplated by governmental authorities) against any of World Omni Financial Corp. (the "Sponsor"), World Omni Auto Receivables LLC (the "Depositor"), the Indenture Trustee, the Trust or the other parties described in Item 1117 of Regulation AB nor is any property of any of the foregoing entities subject to any such proceedings, that are material to holders of the Notes or the Certificates. PART II
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. Not applicable. Item6. [Reserved].
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. Not applicable.
Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. Item8. Financial Statements and Supplementary Data. Not applicable. Item9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. Not applicable.
Controls and Procedures
Item 9A. Controls and Procedures. Not applicable.
Other Information
Item 9B. Other Information. No other information.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III
Directors, Executive Officers and Corporate Governance
Item 10. Directors, Executive Officers and Corporate Governance. Not applicable because there are no directors or executive officers of the registrant.
Executive Compensation
Item 11. Executive Compensation. Not applicable.
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. Not Applicable.
Certain Relationships and Related Transactions, and Director Independence
Item 13. Certain Relationships and Related Transactions, and Director Independence. Not applicable.
Principal Accountant Fees and Services
Item 14. Principal Accountant Fees and Services. Not applicable. Substitute Information Provided in Accordance with General Instruction J to Form 10-K:
OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS
ITEM 1119 OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all of the pool assets owned by the Trust. The Sponsor is also the primary servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the primary servicer. Through its purchase of the Certificates, the Depositor has acquired a 100% ownership interest in the Trust; therefore, the Trust is an affiliated party of the Depositor and, indirectly, of the Sponsor (including in its role as originator and primary servicer). The Indenture Trustee is not affiliated with any of the Sponsor (including in its role as originator and primary servicer), the Depositor or the Trust. There are no significant obligors, external enhancement or support providers, or other material parties related to the Notes or Certificates. In addition, there are no business relationships, agreements, arrangements, transactions or understandings outside the ordinary course of business or on terms other than would be obtained in an arm's length transaction with an unrelated party, apart from the transaction involving the issuance of the Notes and Certificates by the Trust, between the Sponsor, the Depositor or the Trust and any of the parties mentioned in this Item .
OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
ITEM 1122 OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA. The Sponsor (in its role as servicer) and the Indenture Trustee (collectively, the "Servicing Parties") have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Trust. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it under Item 1122 of Regulation AB (each, a "Servicing Report"), which Servicing Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicing Parties has provided an attestation report (each, an "Attestation Report") by one or more registered public accounting firms, which reports are also attached as exhibits to this Form 10-K. Neither of the Servicing Reports prepared by the Servicing Parties, or the corresponding Attestation Reports, has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party .
OF REGULATION AB. SERVICER COMPLIANCE STATEMENT
ITEM 1123 OF REGULATION AB. SERVICER COMPLIANCE STATEMENT. The Sponsor (in its role as servicer) has been identified by the registrant as servicer with respect to the asset pool held by the Trust. The Sponsor has completed a statement of compliance (a "Compliance Statement"), signed by an authorized officer of the Sponsor. The Compliance Statement is attached as an exhibit to this Form 10-K. PART IV
Exhibits, Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules. (a)(1)Not applicable. (a)(2)Not applicable. (a)(3)See
(b) below
Item 15(b) below. (b)The following documents are included as part of, or incorporated by reference to, this annual report: Exhibit No. 1.1 Underwriting Agreement, dated as of November 9, 2022, relating to the Trust. Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-261470-04, filed with the Commission on November 14, 2022. 3.1 Certificate of Formation of the Depositor. Incorporated by reference to Exhibit 3.1 to the Registrant’s Form SF-3, Registration File Number 333-283578, filed with the Commission on December 4, 2024. 3.2 Certificate of Amendment of Certificate of Formation of the Depositor. Incorporated by reference to Exhibit 3.2 to the Registrant’s Form SF-3, Registration File Number 333-283578, filed with the Commission on December 4, 2024. 3.3 Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.3 to the Registrant’s Form SF-3, Registration File Number 333-283578, filed with the Commission on December 4, 2024. 3.4 Amendment No. 1 to Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.4 to the Registrant’s Form SF-3, Registration File Number 333-283578, filed with the Commission on December 4, 2024. 3.5 Amendment No. 2 to Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.5 to the Registrant’s Form SF-3, Registration File Number 333-283578, filed with the Commission on December 4, 2024 . 4.1 Sale and Servicing Agreement, dated as of November 16, 2022, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-261470-04, filed with the Commission on November 16, 2022. 4.2 Omnibus Amendment to Sale and Servicing Agreement, dated as of January 13, 2026, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant&
SIGNATURES
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. World Omni Auto Receivables Trust 2022-D By: World Omni Financial Corp., as Servicer on behalf of the Trust Date: March 23, 2026 /s/ Michael Hollis Michael Hollis Group Vice President and Assistant Secretary (Senior officer in charge of the servicing function) World Omni Financial Corp. (Servicer on behalf of the Trust) 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 or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent to the filing of this Annual Report on Form 10-K.