World Omni 2023-D Trust Navigates Trustee Legal Headwinds

TL;DR

**World Omni Auto Receivables Trust 2023-D is a stable, compliant auto ABS, but keep an eye on the Indenture Trustee's parent company's legal woes, which could create indirect headaches.**

AI Summary

World Omni Auto Receivables Trust 2023-D, 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 significant. Revenue and net income figures are not explicitly detailed in this administrative filing, which focuses on compliance and legal disclosures rather than operational financials. Key business changes include the ongoing legal proceedings involving U.S. Bank National Association, the parent of the Indenture Trustee, related to residential mortgage-backed securities (RMBS) and student loan trusts, specifically the NCMSLT Action filed on March 9, 2018. These legal risks, while not directly against the Trust, could impact the Indenture Trustee's capacity. The strategic outlook remains focused on maintaining compliance with Regulation AB, as evidenced by the Servicing Reports and Attestation Reports from World Omni Financial Corp. and U.S. Bank Trust Company, National Association, which identified no material instances of noncompliance.

Why It Matters

This 10-K filing for World Omni Auto Receivables Trust 2023-D is crucial for investors in asset-backed securities, as it confirms the stability of the underlying auto loan pool with no single obligor exceeding 10%. While the Trust itself faces no direct legal challenges, the ongoing lawsuits against U.S. Bank National Association, the parent of the Indenture Trustee, introduce a layer of indirect risk that could affect the trustee's operational focus or financial stability, potentially impacting the trust's administration. For employees of World Omni Financial Corp., the filing underscores their continued role as servicer, with compliance reports affirming their operational effectiveness. In the broader market, this filing provides transparency into the health and compliance of a specific auto ABS tranche, offering competitive context on how securitized auto debt is managed and reported amidst a complex regulatory and legal landscape.

Risk Assessment

Risk Level: medium — The risk level is medium due to the indirect legal exposure stemming from U.S. Bank National Association, the parent of the Indenture Trustee, being a defendant in significant RMBS and student loan litigation, including the NCMSLT Action filed on March 9, 2018. While the Trust itself is not a party, the potential for reputational damage or operational strain on a key service provider like the Indenture Trustee introduces a non-negligible risk to the Trust's administration and investor confidence.

Analyst Insight

Investors should monitor the progress and outcomes of the legal proceedings involving U.S. Bank National Association, as these could indirectly affect the operational stability and perceived reliability of the Indenture Trustee for World Omni Auto Receivables Trust 2023-D. While the Trust's direct asset pool appears stable, any adverse developments for the trustee's parent could introduce unforeseen administrative or reputational risks.

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 reporting period for this 10-K filing.)
• 2026-03-23 — Filing date of the 10-K (Date the annual report was submitted to the SEC.)
• 2018-03-09 — Date of NCMSLT Action filing (Date the lawsuit against U.S. Bank National Association was filed, highlighting ongoing legal risk.)
• 100% — Ownership interest in the Trust by the Depositor (World Omni Auto Receivables LLC holds a 100% ownership interest in the Trust through its purchase of the Certificates.)

Key Players & Entities

• World Omni Auto Receivables Trust 2023-D (company) — Issuing entity of auto receivables
• World Omni Financial Corp. (company) — Sponsor, originator, and primary servicer of the Trust
• World Omni Auto Receivables LLC (company) — Depositor and wholly-owned subsidiary of the Sponsor
• U.S. Bank Trust Company, National Association (company) — Indenture Trustee for the Trust
• U.S. Bank National Association (company) — Parent of the Indenture Trustee, involved in RMBS and student loan litigation
• Michael Hollis (person) — Group Vice President and Assistant Secretary of World Omni Financial Corp., signing on behalf of the Trust
• 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
• Delaware Court of Chancery (regulator) — Court where the NCMSLT Action is pending
• The National Collegiate Student Loan Master Trust I (company) — Plaintiff in the NCMSLT Action against U.S. Bank

FAQ

Risk Factors

• Ongoing Litigation Involving Indenture Trustee [medium — legal]: The Indenture Trustee, U.S. Bank National Association, is involved in significant legal proceedings, including the NCMSLT Action filed on March 9, 2018, related to RMBS and student loan trusts. While these actions are not directly against World Omni Auto Receivables Trust 2023-D, they could potentially impact the Indenture Trustee's operational capacity or reputation.

Industry Context

The auto finance industry is characterized by the securitization of auto loan receivables to fund ongoing lending operations. Companies in this sector rely on efficient servicing and robust compliance frameworks to manage risk and maintain investor confidence. The competitive landscape involves numerous financial institutions and specialized auto lenders, all navigating evolving regulatory requirements and economic conditions that impact borrower repayment capabilities.

Regulatory Implications

The Trust's operations are heavily influenced by Regulation AB, requiring detailed reporting and compliance with servicing criteria. The filing of Servicing Reports and Attestation Reports from World Omni Financial Corp. and U.S. Bank Trust Company, National Association, indicates a focus on meeting these regulatory obligations. Any failure to comply could lead to penalties and reputational damage.

What Investors Should Do

1. Monitor legal proceedings involving U.S. Bank National Association.
2. Review Servicing Reports and Attestation Reports for compliance.
3. Assess the diversification of the underlying auto receivables pool.

Key Dates

• 2023-10-31: Underwriting Agreement dated — Marks the initial agreement for the securitization, setting the terms for the Trust's establishment.
• 2023-11-08: Sale and Servicing Agreement and Indenture dated — Establishes the operational framework and legal structure for the servicing and administration of the auto receivables within the Trust.
• 2023-11-02: Form 8-K filed for Underwriting Agreement — Public disclosure of the Underwriting Agreement, providing transparency on the securitization's initial terms.
• 2023-11-08: Form 8-K filed for Sale and Servicing Agreement and Indenture — Public disclosure of key governing documents for the Trust's operations and debt issuance.
• 2025-12-31: Fiscal year end date — The period covered by this 10-K filing, indicating the end of the reporting year for the Trust's assets and compliance.
• 2026-03-23: 10-K Filing Date — The date the annual report was submitted, providing the latest official overview of the Trust's status and compliance.

Glossary

Securitization Entity

A legal entity created to pool assets, such as auto loans, and issue securities backed by the cash flows from those assets. (World Omni Auto Receivables Trust 2023-D is a securitization entity, its primary function is to hold auto receivables and facilitate their financing through the issuance of securities.)

Indenture Trustee

A financial institution appointed to act on behalf of the bondholders in a securitization, ensuring the terms of the indenture are met. (U.S. Bank National Association serves as the Indenture Trustee, and its ongoing legal issues are a key risk factor for the Trust.)

Regulation AB

A set of rules issued by the SEC governing the disclosure and reporting requirements for asset-backed securities. (The Trust's strategic outlook emphasizes maintaining compliance with Regulation AB, as evidenced by the Servicing Reports and Attestation Reports.)

Depositor

The entity that transfers assets into a trust for securitization. (World Omni Auto Receivables LLC is the depositor, holding a 100% ownership interest in the Trust by purchasing the Certificates.)

RMBS

Residential Mortgage-Backed Securities, which are bonds backed by pools of residential mortgages. (The legal proceedings involving the Indenture Trustee are related to RMBS and student loan trusts, highlighting a potential indirect risk.)

Year-Over-Year Comparison

This filing for World Omni Auto Receivables Trust 2023-D appears to be an initial or early-stage annual report, as indicated by the 'Not Applicable' responses for several key sections like Risk Factors and MD&A. Therefore, a direct comparison of financial metrics and risk factors to a previous year's filing is not feasible based on the provided text. The focus is on establishing compliance and outlining the Trust's structure and governance, including the incorporation of key agreements like the Sale and Servicing Agreement and Indenture.

Filing Documents

• tm261230d8_10k.htm (10-K) — 70KB
• tm261230d8_ex31-1.htm (EX-31.1) — 6KB
• tm261230d8_ex33-1.htm (EX-33.1) — 69KB
• tm261230d8_ex33-2.htm (EX-33.2) — 41KB
• tm261230d8_ex34-1.htm (EX-34.1) — 7KB
• tm261230d8_ex34-2.htm (EX-34.2) — 6KB
• tm261230d8_ex35-1.htm (EX-35.1) — 5KB
• tm261230d8_ex34-1img001.jpg (GRAPHIC) — 3KB
• tm261230d8_ex34-2img001.jpg (GRAPHIC) — 3KB
• 0001104659-26-033267.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-D (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.

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.

Financial Statements and Supplementary

Item 8. Financial Statements and Supplementary Data. Not applicable.

Changes In and Disagreements

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 October 31, 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 333-261470-09, filed with the Commission on November 2, 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 November 8, 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 333-261470-09, filed with the Commission on November 8, 2023. 4.2 Omnibus Amendment to Sale and Servicing Agreement,

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-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.

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View this 10-K filing on SEC EDGAR