World Omni 2023-C Trust Reports Compliance Amidst Trustee Legal Battles

TL;DR

**World Omni Auto Receivables Trust 2023-C is a stable, compliant auto ABS, but keep an eye on the Indenture Trustee's parent company's unrelated legal woes.**

AI Summary

World Omni Auto Receivables Trust 2023-C, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no significant changes in its core business of holding auto receivables. The Trust reported no single obligor represents 10% or more of its pool assets, and no external credit enhancement providers are deemed significant under Regulation AB. The filing highlighted ongoing legal proceedings involving U.S. Bank National Association, the parent of the Indenture Trustee, concerning residential mortgage-backed securities (RMBS) and student loan trusts, specifically the NCMSLT Action filed on March 9, 2018. Despite these legal challenges, U.S. Bank denies liability and continues to contest the claims vigorously. World Omni Financial Corp., as the Sponsor and primary servicer, and U.S. Bank Trust Company, National Association, as Indenture Trustee, both submitted Servicing Reports and Attestation Reports, confirming no material instances of noncompliance with applicable servicing criteria under Item 1122 of Regulation AB. The Trust's financial condition and results of operations were not applicable for detailed discussion in this filing, consistent with its structure as a pass-through entity.

Why It Matters

This 10-K provides crucial transparency for investors in World Omni Auto Receivables Trust 2023-C, confirming the stability of its asset pool with no single obligor exceeding 10% and no significant external credit enhancement. The ongoing legal issues faced by U.S. Bank, the Indenture Trustee's parent, in RMBS and student loan trusts, while not directly impacting this specific auto receivables trust, introduce a reputational and operational risk for the trustee that investors should monitor. This competitive context underscores the importance of robust servicing and trustee oversight in the broader asset-backed securities market, ensuring that the Trust's operations remain compliant and its assets well-managed, as evidenced by the clean servicing compliance reports from both World Omni Financial Corp. and U.S. Bank Trust Company.

Risk Assessment

Risk Level: medium — The risk level is medium due to the 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 on March 9, 2018, allege failures in trustee duties for RMBS and student loan trusts, which could indirectly impact the Indenture Trustee's operational capacity or reputation, even though U.S. Bank denies liability and contests the claims.

Analyst Insight

Investors should maintain their positions in World Omni Auto Receivables Trust 2023-C, given the clean servicing compliance reports and the absence of direct impact from the Indenture Trustee's parent company's legal issues. However, closely monitor any developments in the U.S. Bank litigation, as a negative outcome could affect the broader perception of trustee reliability in securitization markets.

Financial Highlights

debt To Equity

Not Applicable

revenue

Not Applicable

operating Margin

Not Applicable

total Assets

Not Applicable

total Debt

Not Applicable

net Income

Not Applicable

eps

Not Applicable

gross Margin

Not Applicable

cash Position

Not Applicable

revenue Growth

Not Applicable

Key Numbers

• 10% — Maximum percentage of pool assets represented by a single obligor (No single obligor represents 10% or more of the pool assets held by the Trust, indicating diversification.)
• 2025-12-31 — Fiscal year end date (The 10-K covers the fiscal year ended December 31, 2025, providing current annual information.)
• 2018-03-09 — Date of NCMSLT Action filing (The NCMSLT Action against U.S. Bank was filed on March 9, 2018, highlighting a long-standing legal issue.)
• 100% — Ownership interest of Depositor in the Trust (The Depositor, a wholly-owned subsidiary of the Sponsor, has a 100% ownership interest in the Trust, establishing clear affiliation.)

Key Players & Entities

• World Omni Auto Receivables Trust 2023-C (company) — Issuing entity
• World Omni Financial Corp. (company) — Sponsor and primary servicer
• World Omni Auto Receivables LLC (company) — Depositor and wholly-owned subsidiary of Sponsor
• U.S. Bank Trust Company, National Association (company) — Indenture Trustee
• U.S. Bank National Association (company) — Parent of Indenture Trustee, involved in RMBS and student loan litigation
• Michael Hollis (person) — Group Vice President and Assistant Secretary of World Omni Financial Corp.
• 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
• The National Collegiate Student Loan Master Trust I (company) — Plaintiff in NCMSLT Action against U.S. Bank

FAQ

Risk Factors

• Ongoing Legal Proceedings Involving U.S. Bank [medium — legal]: The Indenture Trustee's parent, U.S. Bank National Association, is involved in legal proceedings related to RMBS and student loan trusts, specifically the NCMSLT Action filed on March 9, 2018. Despite these ongoing challenges, U.S. Bank denies liability and is contesting the claims.

Industry Context

The auto finance industry is characterized by the securitization of auto loan receivables to provide liquidity and funding for originators. Competition among auto lenders remains robust, driven by consumer demand for vehicles and financing options. Regulatory scrutiny over securitization practices and servicing standards continues to shape industry operations.

Regulatory Implications

The filing highlights the importance of compliance with Regulation AB, particularly regarding servicing criteria. The ongoing legal proceedings involving the Indenture Trustee's parent could introduce reputational or operational risks if they lead to adverse judgments or increased regulatory oversight.

What Investors Should Do

1. Monitor U.S. Bank's legal proceedings
2. Review Servicing Reports and Attestation Reports
3. Assess diversification of the underlying auto loan pool

Key Dates

• 2023-08-08: Underwriting Agreement dated — Establishes the terms for the securitization issuance.
• 2023-08-16: Sale and Servicing Agreement and Indenture dated — Defines the operational framework and legal structure for the Trust's assets and liabilities.
• 2024-12-04: Depositor's Certificate of Formation and LLC Agreements filed — Documents the legal formation and governance of the entity that holds the Trust's assets.
• 2025-12-31: Fiscal year end — Marks the end of the reporting period for the 10-K filing.
• 2026-01-13: Omnibus Amendment to Sale and Servicing Agreement dated — Indicates potential modifications to the servicing arrangements post-issuance.
• 2018-03-09: NCMSLT Action filed — Marks the commencement of a significant legal proceeding involving the parent of the Indenture Trustee.

Glossary

Securitization Entity

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

Depositor

The entity that transfers assets into a trust for securitization. (The Depositor, a subsidiary of the Sponsor, is crucial in the transfer of auto receivables to the Trust.)

Sponsor

The entity that originates or purchases the assets to be securitized and initiates the securitization process. (World Omni Financial Corp. acts as the Sponsor and primary servicer for the Trust.)

Indenture Trustee

A financial institution appointed to act on behalf of the bondholders, holding the trust assets and enforcing the terms of the indenture. (U.S. Bank Trust Company, National Association serves as the Indenture Trustee for the Trust.)

Regulation AB

SEC rules governing the disclosure and reporting requirements for asset-backed securities. (The filing references compliance with servicing criteria under Item 1122 of Regulation AB.)

Pass-through entity

An entity whose income is taxed only at the individual owner level, avoiding corporate income tax. (The Trust's structure as a pass-through entity means its financial condition and results of operations are not detailed in the same way as a typical operating company.)

Year-Over-Year Comparison

As this is the first 10-K filing for the World Omni Auto Receivables Trust 2023-C, a direct comparison to a prior year's filing is not applicable. The filing establishes the baseline operational and legal framework for the Trust, including its structure as a pass-through entity and the absence of significant risk factors directly related to its core operations, aside from the noted legal proceedings involving the Indenture Trustee's parent.

Filing Documents

• tm261230d7_10k.htm (10-K) — 69KB
• tm261230d7_ex31-1.htm (EX-31.1) — 7KB
• tm261230d7_ex33-1.htm (EX-33.1) — 65KB
• tm261230d7_ex33-2.htm (EX-33.2) — 40KB
• tm261230d7_ex34-1.htm (EX-34.1) — 7KB
• tm261230d7_ex34-2.htm (EX-34.2) — 6KB
• tm261230d7_ex35-1.htm (EX-35.1) — 6KB
• tm261230d7_ex34-1img001.jpg (GRAPHIC) — 8KB
• tm261230d7_ex34-2img001.jpg (GRAPHIC) — 8KB
• 0001104659-26-033266.txt ( ) — 224KB

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-C (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 of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Not applicable. Item 6. [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. 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 August 8, 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 333-261470-08, filed with the Commission on August 10, 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 August 16, 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 333-261470-08, filed with the Commission on August 16, 2023. 4.2 Omnibus Amendment to Sale and Servicing Agreement, dat

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-C 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.

View Full Filing

View this 10-K filing on SEC EDGAR