World Omni Trust 2023-B Reports Clean Servicing, Trustee Faces RMBS & Student Loan Suits

TL;DR

**World Omni Auto Receivables Trust 2023-B is operationally sound, but keep an eye on U.S. Bank's legal woes; they could ripple through the ABS market.**

AI Summary

World Omni Auto Receivables Trust 2023-B, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, confirming no single obligor represents 10% or more of its pool assets and no external credit enhancement providers exist. The Trust, whose certificates are 100% owned by World Omni Auto Receivables LLC, a wholly-owned subsidiary of World Omni Financial Corp., reported no material instances of noncompliance with servicing criteria by World Omni Financial Corp. as servicer or U.S. Bank Trust Company, National Association as indenture trustee. However, the filing highlights ongoing material legal proceedings against U.S. Bank National Association, the parent of the Indenture Trustee, related to residential mortgage-backed securities (RMBS) trusts and student loan-backed Delaware statutory trusts (DSTs), specifically the NCMSLT Action, C.A. No. 2018-0167-JRS (Del. Ch.), which was stayed on November 7, 2018, and consolidated for pretrial purposes on January 21, 2020. These legal challenges, while not directly against the Trust, could impact the Indenture Trustee's operational capacity or reputation.

Why It Matters

This 10-K provides transparency into the operational health of World Omni Auto Receivables Trust 2023-B, a key player in the auto asset-backed securities market. For investors, the absence of significant obligor concentration and external credit enhancement means the trust's performance is directly tied to the underlying auto loan pool and the servicer's efficiency. The ongoing legal challenges faced by U.S. Bank, the parent of the Indenture Trustee, in RMBS and student loan cases, while not directly involving this auto trust, could signal broader systemic risks or reputational damage that might indirectly affect investor confidence in U.S. Bank's role across various securitization vehicles. This competitive context is crucial as U.S. Bank is a major trustee in the ABS market.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant legal proceedings disclosed against U.S. Bank National Association, the parent of the Indenture Trustee, U.S. Bank Trust Company, National Association. These lawsuits, including the NCMSLT Action, C.A. No. 2018-0167-JRS (Del. Ch.), allege failures as trustee in RMBS and student loan trusts, which could impact the Indenture Trustee's ability to perform its duties or its financial stability, even though U.S. Bank denies liability and is contesting the claims vigorously.

Analyst Insight

Investors should monitor the legal proceedings against U.S. Bank National Association closely, as adverse outcomes could affect the broader securitization market and U.S. Bank's capacity as a trustee. While World Omni Auto Receivables Trust 2023-B itself shows no direct operational issues, the indirect exposure through its Indenture Trustee warrants caution and due diligence on U.S. Bank's financial health and legal standing.

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's Certificates (World Omni Auto Receivables LLC has a 100% ownership interest in the Trust's Certificates, highlighting internal control.)
• 2025 — fiscal year ended (The 10-K covers the fiscal year ended December 31, 2025.)
• 2018 — year NCMSLT Action filed (The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al. (NCMSLT Action) was filed on March 9, 2018.)
• 2020 — year NCMSLT Action consolidated (The NCMSLT Action was consolidated for pretrial purposes on January 21, 2020.)

Key Players & Entities

• World Omni Auto Receivables Trust 2023-B (company) — issuing entity
• World Omni Auto Receivables LLC (company) — depositor and 100% owner of Trust certificates
• 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., signing on behalf of the Trust
• Delaware Court of Chancery (regulator) — court handling the NCMSLT Action
• PricewaterhouseCoopers LLP (company) — independent registered public accounting firm for World Omni Financial Corp.
• Ernst & Young LLP (company) — independent registered public accounting firm for U.S. Bank National Association and U.S. Bank Trust Company, National Association

FAQ

Risk Factors

• Material Legal Proceedings Against Indenture Trustee's Parent [medium — legal]: The filing highlights ongoing material legal proceedings against U.S. Bank National Association, the parent of the Indenture Trustee. These proceedings, related to RMBS and student loan-backed DSTs, specifically the NCMSLT Action filed in 2018 and consolidated in 2020, could potentially impact the Indenture Trustee's operational capacity or reputation, although they are not directly against the Trust.

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 regulatory scrutiny, particularly concerning servicing standards and disclosure requirements under Regulation AB, and the ongoing impact of macroeconomic factors on auto loan performance and consumer credit risk.

Regulatory Implications

The filing's lack of specific financial data and 'Not Applicable' responses for several key items suggest a highly structured and potentially limited-scope entity, common in securitization trusts. However, the ongoing litigation involving the Indenture Trustee's parent company introduces a potential reputational and operational risk that regulators and investors will monitor.

What Investors Should Do

1. Monitor litigation against U.S. Bank National Association
2. Review referenced exhibits for detailed agreements
3. Assess servicer compliance reports

Key Dates

• 2023-04-11: Underwriting Agreement executed — Marks the initial agreement for the securitization issuance.
• 2023-04-19: Sale and Servicing Agreement and Indenture executed — Establishes the operational framework and trust indenture for the securitization.
• 2024-12-04: Depositor's Certificate of Formation and LLC Agreements filed — Documents the legal structure and governance of the depositor entity.
• 2025-12-31: Fiscal year end — The period covered by this 10-K filing.
• 2026-01-13: Omnibus Amendment to Sale and Servicing Agreement executed — Indicates potential modifications or updates to the servicing arrangements post-issuance.
• 2018-03-09: NCMSLT Action filed — Initiation of significant legal proceedings against the parent of the Indenture Trustee.
• 2018-11-07: NCMSLT Action stayed — Temporary halt in legal proceedings, but the underlying issues remain.
• 2020-01-21: NCMSLT Action consolidated for pretrial purposes — Indicates ongoing legal complexity and potential for protracted litigation affecting the Indenture Trustee's parent.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (World Omni Auto Receivables Trust 2023-B is a securitization entity, central to the filing's purpose.)

Obligor

A party that owes an obligation, typically a debt, to another party. (The diversification of obligors (no single one > 10%) is a key indicator of pool health.)

External Credit Enhancement

Third-party guarantees or support provided to a securitization to reduce the credit risk for investors. (The absence of external credit enhancement means the Trust's creditworthiness relies solely on the underlying assets and internal structural features.)

Servicer

The entity responsible for managing the underlying assets, including collecting payments, handling delinquencies, and remitting funds to the trust. (World Omni Financial Corp. acts as the servicer, and its compliance with servicing criteria is assessed.)

Indenture Trustee

A trustee appointed to represent the interests of bondholders in a debt issuance, often overseeing collateral and enforcing terms of the indenture agreement. (U.S. Bank Trust Company, National Association serves as the indenture trustee, and its parent is involved in significant litigation.)

Regulation AB

SEC rules governing the registration, reporting, and disclosure requirements for asset-backed securities. (The filing references specific items within Regulation AB, such as Item 1115(b) and Item 1122, related to financial information and servicing criteria.)

Depositor

The entity that transfers the assets into the securitization trust. (World Omni Auto Receivables LLC is identified as the depositor, with its formation and governance documents referenced.)

RMBS

Residential Mortgage-Backed Securities, which are securities backed by pools of residential mortgages. (The legal proceedings against the Indenture Trustee's parent involve RMBS trusts, indicating a history of complex litigation in the structured finance space.)

Year-Over-Year Comparison

This filing covers the fiscal year ended December 31, 2025. As many sections are marked 'Not Applicable' and no financial statements are presented directly within this 10-K, a direct comparison of key financial metrics like revenue growth or margin changes to a prior year filing is not feasible based on the provided text. The primary new information relates to the incorporation of an Omnibus Amendment to the Sale and Servicing Agreement dated January 13, 2026, indicating a post-year-end update to the servicing arrangements.

Filing Documents

• tm261230d6_10k.htm (10-K) — 68KB
• tm261230d6_ex31-1.htm (EX-31.1) — 7KB
• tm261230d6_ex33-1.htm (EX-33.1) — 65KB
• tm261230d6_ex33-2.htm (EX-33.2) — 41KB
• tm261230d6_ex34-1.htm (EX-34.1) — 7KB
• tm261230d6_ex34-2.htm (EX-34.2) — 6KB
• tm261230d6_ex35-1.htm (EX-35.1) — 6KB
• tm261230d6_ex34-1img01.jpg (GRAPHIC) — 2KB
• tm261230d6_ex34-2img02.jpg (GRAPHIC) — 2KB
• 0001104659-26-033265.txt ( ) — 208KB

Risk Factors

Item 1A. Risk Factors. Not Applicable.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity. Not Applicable. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. Not Applicable. 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-B (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 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 indenture trustee and successor special servicer, and t

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.

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. Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. Not applicable. Item 9. 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 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 April 11, 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 333-261470-07, filed with the Commission on April 13, 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 April 19, 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 333-261470-07, filed with the Commission on April 19, 2023. 4.2 Omnibus Amendment to Sale and Servicing Agreement, dated as of January 13, 2026, relating to the Tru

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-B 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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