World Omni Trust 2023-A Reports Stable Pool, Trustee Faces RMBS & Student Loan Suits

TL;DR

**World Omni Auto Receivables Trust 2023-A's 10-K shows a stable asset pool, but keep an eye on the Indenture Trustee's parent, U.S. Bank, as its ongoing RMBS and student loan litigation could cast a shadow on trust administration.**

AI Summary

World Omni Auto Receivables Trust 2023-A, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no single obligor represents 10% or more of its pool assets. The Trust also reported no external credit enhancement providers for its Notes or Certificates. Key legal proceedings involve U.S. Bank National Association, parent of the Indenture Trustee, facing lawsuits regarding its role as trustee for residential mortgage-backed securities (RMBS) trusts and student loan-backed Delaware statutory trusts (DSTs). Specifically, the NCMSLT Action, filed March 9, 2018, alleges misconduct concerning administration of DSTs and special servicing of student loans. World Omni Financial Corp. acts as the Sponsor, originator, and primary servicer, while World Omni Auto Receivables LLC, a wholly-owned subsidiary of the Sponsor, holds a 100% ownership interest in the Trust through its Certificates. Both the Sponsor and U.S. Bank Trust Company, National Association, as Indenture Trustee, reported no material instances of noncompliance with applicable servicing criteria under Item 1122 of Regulation AB, as attested by PricewaterhouseCoopers LLP and Ernst & Young LLP, respectively.

Why It Matters

This 10-K provides transparency into the performance and structural integrity of the World Omni Auto Receivables Trust 2023-A, a key player in the auto asset-backed securities market. For investors, the absence of significant obligor concentration and external credit enhancement providers suggests a self-reliant pool, though the legal challenges faced by U.S. Bank, the Indenture Trustee's parent, introduce potential operational and reputational risks that could indirectly affect the trust's administration. The competitive landscape for auto ABS trusts relies heavily on perceived stability and robust servicing, making the clean servicing compliance reports from World Omni Financial Corp. and U.S. Bank Trust Company, National Association, crucial for maintaining investor confidence in a market sensitive to credit quality and trustee oversight.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant legal proceedings involving U.S. Bank National Association, the parent of the Indenture Trustee, as detailed in Item 1117 of Regulation AB. These lawsuits, including the NCMSLT Action filed March 9, 2018, allege failures in trustee duties for RMBS and student loan trusts, which could impact the Indenture Trustee's operational capacity or reputation, even if U.S. Bank denies liability and contests the claims vigorously.

Analyst Insight

Investors should monitor the ongoing legal proceedings against U.S. Bank National Association, the parent of the Indenture Trustee, for any developments that could impact the Indenture Trustee's ability to fulfill its obligations to World Omni Auto Receivables Trust 2023-A. While the Trust itself reports no direct material impact, indirect reputational or operational strain on a key party warrants attention.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

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.)
• 2025-12-31 — fiscal year end date (The filing covers the fiscal year ended December 31, 2025.)
• 2026-03-23 — filing date (The 10-K was filed on March 23, 2026.)
• 100% — ownership interest in the Trust (World Omni Auto Receivables LLC has a 100% ownership interest in the Trust.)
• 2018-03-09 — filing date of NCMSLT Action (The NCMSLT Action against U.S. Bank was filed on March 9, 2018.)

Key Players & Entities

• World Omni Auto Receivables Trust 2023-A (company) — issuing entity
• World Omni Auto Receivables LLC (company) — depositor and 100% owner of the Trust
• World Omni Financial Corp. (company) — sponsor, originator, and primary servicer
• U.S. Bank Trust Company, National Association (company) — indenture trustee
• U.S. Bank National Association (company) — parent of the Indenture Trustee, facing lawsuits
• Michael Hollis (person) — Group Vice President and Assistant Secretary of World Omni Financial Corp.
• PricewaterhouseCoopers LLP (company) — registered public accounting firm for World Omni Financial Corp.
• Ernst & Young LLP (company) — registered public accounting firm for U.S. Bank National Association and U.S. Bank Trust Company, National Association
• Delaware Court of Chancery (regulator) — court where NCMSLT Action is pending
• The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al. (company) — legal proceeding against U.S. Bank

FAQ

Risk Factors

• Litigation Against Indenture Trustee [medium — legal]: U.S. Bank National Association, the parent of the Indenture Trustee, is involved in significant litigation. This includes the NCMSLT Action, filed March 9, 2018, alleging misconduct in administering Delaware statutory trusts (DSTs) and servicing student loans. While not directly against the Trust, this litigation could impact the Indenture Trustee's operational capacity or reputation.

Industry Context

The auto receivables securitization market is a significant component of the broader structured finance industry. It allows originators to access funding by pooling auto loans and selling them to investors. Key trends include evolving credit standards, regulatory scrutiny, and investor demand for yield in a fluctuating interest rate environment. The performance of these trusts is closely tied to the underlying credit quality of auto loans and the economic health of consumers.

Regulatory Implications

The Trust's operations are subject to Regulation AB, requiring specific disclosures and compliance with servicing criteria. The litigation involving the Indenture Trustee, U.S. Bank, highlights potential operational risks and the importance of robust trustee oversight. Any adverse findings in such litigation could indirectly affect investor confidence in the securitization structure.

What Investors Should Do

1. Monitor litigation involving U.S. Bank National Association.
2. Review the Omnibus Amendment to the Sale and Servicing Agreement filed January 13, 2026.
3. Confirm ongoing compliance with Regulation AB servicing criteria.

Key Dates

• 2023-02-07: Underwriting Agreement — Established the terms for the securitization issuance.
• 2023-02-15: Sale and Servicing Agreement and Indenture — Governs the operational aspects and the rights of noteholders.
• 2024-12-04: Depositor Formation Documents Filed — Updated legal structure of the depositor entity.
• 2026-01-13: Omnibus Amendment to Sale and Servicing Agreement — Indicates a material change or update to the servicing framework.
• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2026-03-23: 10-K Filing Date — The date the annual report was submitted to the SEC.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by those assets. (World Omni Auto Receivables Trust 2023-A is structured as a securitization entity.)

Sponsor

The entity that originates the assets being securitized and typically structures the transaction. (World Omni Financial Corp. is the Sponsor for this Trust.)

Indenture Trustee

A financial institution appointed to act on behalf of the bondholders, ensuring the terms of the indenture are met. (U.S. Bank Trust Company, National Association serves as the Indenture Trustee.)

Regulation AB

SEC rules governing the disclosure and reporting requirements for asset-backed securities. (Compliance with servicing criteria under Item 1122 of Regulation AB is attested by the servicers.)

Depositor

An entity that transfers assets into a trust for securitization. (World Omni Auto Receivables LLC acts as the Depositor.)

Certificates

Securities representing ownership interests in a trust, often used in securitization structures. (World Omni Auto Receivables LLC holds a 100% ownership interest in the Trust through its Certificates.)

Year-Over-Year Comparison

This 10-K filing for the fiscal year ended December 31, 2025, indicates that the Trust is a securitization vehicle with no single obligor representing a significant portion of its pool assets and no external credit enhancement. The filing references an Omnibus Amendment to the Sale and Servicing Agreement dated January 13, 2026, suggesting recent operational adjustments. Notably, the filing does not provide comparative financial data, as many sections like 'Business,' 'Risk Factors,' and 'MD&A' are marked as 'Not Applicable,' typical for a Special Purpose Entity (SPE) focused solely on its securitized assets rather than ongoing operations.

Filing Documents

• tm261230d5_10k.htm (10-K) — 67KB
• tm261230d5_ex31-1.htm (EX-31.1) — 7KB
• tm261230d5_ex33-1.htm (EX-33.1) — 69KB
• tm261230d5_ex33-2.htm (EX-33.2) — 45KB
• tm261230d5_ex34-1.htm (EX-34.1) — 8KB
• tm261230d5_ex34-2.htm (EX-34.2) — 6KB
• tm261230d5_ex35-1.htm (EX-35.1) — 5KB
• tm261230d5_ex34-1img001.jpg (GRAPHIC) — 2KB
• tm261230d5_ex34-2img001.jpg (GRAPHIC) — 3KB
• 0001104659-26-033263.txt ( ) — 215KB

Business

Item 1. Business. Not Applicable.

Risk Factors

Item 1A. Risk Factors. Not Applicable.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity. Not Applicable.

Properties

Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. Not Applicable.

[Reserved]

Item 4. [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 2023-A (the "Trust").

(B)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER

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

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 U.S. Bank Trust Company, National Association, in its capacity as indenture trustee (the “Indenture Trustee”): U.S. Bank National Association (“U.S. Bank”), which is the parent of the Indenture Trustee, and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default. U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank in its capacities as indentu

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases

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

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not Applicable.

Certain Relationships and Related Transactions, and Director

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 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 February 7, 2023, relating to the Trust. Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-261470-05, filed with the Commission on February 9, 2023. 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 February 15, 2023, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-261470-05, filed with the Commission on February 16, 2023. 4.2 Omnibus Amendment to Sale and Servicing Agree

Form 10-K Summary

Item 16. Form 10-K Summary. None.

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 2023-A 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.

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View this 10-K filing on SEC EDGAR