World Omni Auto Receivables Trust 2025-B Discloses Trustee Legal Woes

TL;DR

**This ABS trust is clean, but its trustee is getting sued elsewhere, raising a red flag for operational risk in the securitization market.**

AI Summary

World Omni Auto Receivables Trust 2025-B, 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 Trust reported no single obligor represents 10% or more of its pool assets, and no external credit enhancement providers are significant. A key development is a civil complaint served 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 the Trust, highlights potential operational risks for 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 of the Sponsor, holds a 100% ownership interest in the Trust through its 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 look into the operational health and potential risks within the auto asset-backed securities market, specifically for World Omni Auto Receivables Trust 2025-B. The legal action against Wilmington Trust, National Association, while not directly involving this Trust, could signal broader systemic issues or increased scrutiny on indenture trustees, potentially impacting investor confidence in ABS structures. For investors, this highlights the importance of due diligence on all parties involved in a securitization, not just the underlying assets. Employees of World Omni Financial Corp. and Wilmington Trust, National Association, may face increased operational pressure due to these legal challenges and compliance requirements. The competitive landscape for auto ABS could see shifts if trustee liabilities become a more prominent concern, potentially increasing costs for securitization issuance.

Risk Assessment

Risk Level: medium — The risk level is medium due to the disclosed legal proceedings against Wilmington Trust, National Association (WTNA), the Indenture Trustee, on February 3, 2026. While these proceedings are not directly against World Omni Auto Receivables Trust 2025-B, they involve WTNA's roles as custodian and indenture trustee for other asset-backed securitization transactions, alleging breaches of contract and duties related to waterfall payments and servicing. This introduces counterparty risk and potential reputational damage for a critical party in the Trust's structure, even though the Trust itself reported no material noncompliance with servicing criteria.

Analyst Insight

Investors should monitor the legal proceedings against Wilmington Trust, National Association, as the outcome could impact the broader ABS market and the perceived reliability of indenture trustees. While the Trust itself appears compliant, investors should assess their exposure to other securitizations where WTNA serves as trustee and consider the potential for increased scrutiny or operational disruptions.

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 (World Omni Auto Receivables LLC holds a 100% ownership interest in the Trust through its Certificates.)
• 2025-12-31 — fiscal year end date (The 10-K covers the fiscal year ended December 31, 2025.)
• 2026-02-03 — date of legal complaint against WTNA (Certain investors served WTNA with a civil complaint on February 3, 2026.)

Key Players & Entities

• World Omni Auto Receivables Trust 2025-B (company) — issuing entity
• Wilmington Trust, National Association (company) — Indenture Trustee facing legal action
• World Omni Financial Corp. (company) — Sponsor, Originator, and primary Servicer
• World Omni Auto Receivables LLC (company) — Depositor and wholly-owned subsidiary of Sponsor
• Tricolor Holdings, LLC (company) — entity related to other asset-backed securitization transactions where WTNA is being sued
• Michael Hollis (person) — Group Vice President and Assistant Secretary of World Omni Financial Corp.
• PricewaterhouseCoopers LLP (company) — Independent Registered Public Accounting Firm
• Supreme Court of the State of New York, County of New York (regulator) — venue for legal proceedings against WTNA

FAQ

Risk Factors

• Civil Complaint Against Indenture Trustee [medium — legal]: A civil complaint was served on February 3, 2026, against Wilmington Trust, National Association (WTNA), the Indenture Trustee, for unspecified damages. The complaint alleges breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions. While not directly against the Trust, this action introduces potential operational risks related to the trustee's performance.
• Servicing Compliance [low — operational]: Both World Omni Financial Corp. (Servicer) and Wilmington Trust, National Association (Indenture Trustee) reported no material instances of noncompliance with applicable servicing criteria under Item 1122 of Regulation AB. This indicates a generally compliant operational framework for servicing the securitized assets.

Industry Context

The auto finance industry is characterized by significant competition among lenders and a reliance on securitization markets to fund loan portfolios. Trends include evolving consumer credit preferences, increasing adoption of technology in loan origination and servicing, and ongoing regulatory scrutiny.

Regulatory Implications

The filing adheres to Regulation AB requirements, including reporting on servicing compliance. The legal action against the Indenture Trustee, WTNA, could signal increased scrutiny on trustee oversight and operational integrity within the securitization market.

What Investors Should Do

1. Monitor legal proceedings against WTNA.
2. Review WTNA's servicing compliance reports.
3. 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 Served on WTNA — A legal action against the Indenture Trustee, WTNA, raises concerns about potential operational disruptions or trustee performance issues that could indirectly affect the Trust.
• 2025-05-06: Underwriting Agreement — Governs the terms under which the Trust's securities were offered, establishing the initial framework for the securitization.
• 2025-05-14: Sale and Servicing Agreement — Details the responsibilities of the servicer (World Omni Financial Corp.) in managing the underlying auto loan pool.
• 2025-05-14: Indenture Agreement — Outlines the terms between the Trust and the Indenture Trustee (WTNA), including the trustee's duties and obligations.
• 2025-05-14: Trust Agreement — Establishes the fundamental structure and governance of the Trust.

Glossary

Pass-through trust

A type of trust that passes income and principal directly to beneficiaries without significant management or reinvestment. (Explains why the Trust reports no revenue or net income, as it functions as a conduit for the underlying auto receivables.)

Sponsor

The entity that initiates the securitization process by originating or acquiring the assets to be securitized. (World Omni Financial Corp. is identified as the Sponsor, indicating its role in setting up the Trust and its assets.)

Servicer

The entity responsible for managing the underlying assets, including collecting payments, handling delinquencies, and performing other administrative tasks. (World Omni Financial Corp. is the primary Servicer, crucial for the operational performance of the securitization.)

Indenture Trustee

A trustee appointed to represent the interests of bondholders in a securitization transaction, overseeing the collateral and ensuring compliance with the indenture agreement. (Wilmington Trust, National Association (WTNA) is the Indenture Trustee, and a recent legal complaint against it highlights potential risks.)

Regulation AB

A set of rules issued by the SEC governing the registration, reporting, and disclosure requirements for asset-backed securities. (Item 1122 of Regulation AB pertains to servicing criteria, and compliance reports for this item are included in the filing.)

Depositor

An entity that purchases assets from the originator and transfers them to the trust in exchange for trust certificates. (The Depositor's formation documents are listed as exhibits, showing the legal structure for asset transfer.)

Year-Over-Year Comparison

As this is the first 10-K filing for World Omni Auto Receivables Trust 2025-B, a year-over-year comparison of financial metrics is not applicable. Key developments to monitor in future filings will include the resolution of the legal complaint against the Indenture Trustee and any changes in servicing compliance.

Filing Documents

• tm261230d13_10k.htm (10-K) — 70KB
• tm261230d13_ex31-1.htm (EX-31.1) — 7KB
• tm261230d13_ex33-1.htm (EX-33.1) — 72KB
• tm261230d13_ex33-2.htm (EX-33.2) — 18KB
• tm261230d13_ex34-1.htm (EX-34.1) — 7KB
• tm261230d13_ex34-2.htm (EX-34.2) — 6KB
• tm261230d13_ex35-1.htm (EX-35.1) — 5KB
• tm261230d13_ex33-2img001.jpg (GRAPHIC) — 5KB
• tm261230d13_ex34-1img001.jpg (GRAPHIC) — 2KB
• tm261230d13_ex34-2img001.jpg (GRAPHIC) — 2KB
• 0001104659-26-033272.txt ( ) — 201KB

(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 2025-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 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.

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 Data

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

Changes In and Disagreements With Accountants on Accounting

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 May 6, 2025, relating to the Trust. Incorporated by reference to Exhibit 1.1 to the Registrant ’ s Current Report on Form 8-K, Registration File Number 333-283578-01, filed with the Commission on May 8, 2025. 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 May 14, 2025, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant ’ s Current Report on Form 8-K, Registration File Number 333-283578-01, filed with the Commission on May 14, 2025. 4.2 Indenture, dated as of May 14, 2025, relating

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 2025-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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