BMW Trust Reports Clean Servicing, Trustees Face Legal Headwinds

TL;DR

**Holders of BMW Vehicle Owner Trust 2023-A notes can breathe easy on servicing, but keep an eye on the legal woes of their trustees – it's a broader market signal.**

AI Summary

BMW Vehicle Owner Trust 2023-A, 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 asset pool and no external credit enhancement exceeds 10% of cash flow. The trust reported no material instances of noncompliance with servicing criteria by BMW Financial Services NA, LLC or U.S. Bank Trust Co., as attested by independent registered public accounting firms CohnReznick LLP and Ernst & Young LLP. Legal disclosures highlighted ongoing RMBS and student loan litigation against U.S. Bank N.A., the affiliate of the indenture trustee, and a new lawsuit against Wilmington Trust, National Association, the owner trustee, for alleged breaches related to Tricolor Holdings, LLC asset-backed securitization transactions. Despite these legal challenges, the trust itself reported no material legal proceedings. The filing indicates the trust is a non-accelerated filer and has no voting or non-voting common equity outstanding.

Why It Matters

This 10-K provides critical transparency for investors in BMW Vehicle Owner Trust 2023-A, confirming the health of the underlying asset pool and the compliance of key servicers like BMW Financial Services NA, LLC. However, the extensive disclosures regarding litigation against U.S. Bank N.A. and Wilmington Trust, National Association, highlight potential systemic risks within the broader securitization market, even if not directly impacting this specific trust's performance. Investors should monitor these legal challenges as they could affect the operational stability or reputation of critical third-party service providers, potentially influencing future trust structures and competitive dynamics in the auto ABS sector.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant legal proceedings disclosed against U.S. Bank N.A. and Wilmington Trust, National Association, who serve as indenture trustee and owner trustee, respectively. While the filing states these are not material to the BMW Vehicle Owner Trust 2023-A, the ongoing RMBS and student loan litigation against U.S. Bank N.A. and the new lawsuit against WTNA for alleged breaches in other securitization transactions could impact the trustees' operational capacity or reputation, potentially creating indirect risks for the trust's long-term stability.

Analyst Insight

Investors should maintain their position in BMW Vehicle Owner Trust 2023-A given the clean servicing reports and lack of direct material impact from the trustee litigation. However, they should closely monitor the outcomes of the lawsuits against U.S. Bank N.A. and Wilmington Trust, National Association, as these could signal broader systemic issues or changes in trustee responsibilities across the securitization market.

Financial Highlights

debt To Equity

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revenue

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operating Margin

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total Assets

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total Debt

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net Income

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gross Margin

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cash Position

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revenue Growth

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Key Numbers

• 10% — Maximum percentage of asset pool represented by a single obligor (No single obligor represents 10% or more of the asset pool.)
• 10% — Maximum percentage of cash flow supported by external credit enhancement (No external credit enhancement represents 10% or more of the cash flow.)
• 2025 — Fiscal year end (The report covers the fiscal year ended December 31, 2025.)
• 2026-03-24 — Filing date (The 10-K was filed on March 24, 2026.)
• 2018-0167-JRS — Case number for NCMSLT Action (The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al. lawsuit.)
• 2023-07-18 — Date of Amended and Restated Trust Agreement (Agreement between BMW FS Securities LLC and Wilmington Trust, National Association.)

Key Players & Entities

• BMW Vehicle Owner Trust 2023-A (company) — Issuing Entity
• BMW Financial Services NA, LLC (company) — Sponsor, Servicer, Administrator, Custodian
• U.S. Bank Trust Company, National Association (company) — Indenture Trustee
• Wilmington Trust, National Association (company) — Owner Trustee
• U.S. Bank National Association (company) — Affiliate of Indenture Trustee facing litigation
• Tobias Essig (person) — Chief Financial Officer and Vice President – Finance of BMW Financial Services NA, LLC
• CohnReznick LLP (company) — Independent Registered Public Accounting Firm for BMW FS
• Ernst & Young LLP (company) — Independent Registered Public Accounting Firm for U.S. Bank Trust Company, National Association
• Tricolor Holdings, LLC (company) — Company related to asset-backed securitization transactions involved in WTNA lawsuit
• Delaware Court of Chancery (regulator) — Court handling the NCMSLT Action against U.S. Bank N.A.

Forward-Looking Statements

• The asset-backed securities issued by BMW Vehicle Owner Trust 2023-A will maintain their current credit ratings. (BMW Vehicle Owner Trust 2023-A) — high confidence, target: 2026-12-31
• BMW FS will continue to meet its servicing obligations for the underlying vehicle loans. (BMW FS) — high confidence, target: 2027-03-24

FAQ

Risk Factors

• Litigation Against Affiliated Trustees [medium — legal]: The trust is indirectly impacted by ongoing litigation against U.S. Bank N.A., the affiliate of the indenture trustee, concerning RMBS and student loans. Additionally, Wilmington Trust, National Association, the owner trustee, faces a new lawsuit for alleged breaches related to Tricolor Holdings, LLC ABS transactions. While the trust itself reports no material legal proceedings, these external legal actions against its fiduciaries could introduce operational or reputational risks.
• Servicing Compliance [low — operational]: Independent registered public accounting firms CohnReznick LLP and Ernst & Young LLP attested that there were no material instances of noncompliance with servicing criteria by BMW Financial Services NA, LLC or U.S. Bank Trust Co. This indicates a low risk of operational failures related to the core servicing functions of the securitized assets.

Industry Context

The automotive finance sector is characterized by intense competition among captive finance arms (like BMW Financial Services) and independent lenders. Key trends include evolving consumer preferences towards leasing and subscription models, increasing demand for electric vehicles (EVs) which may have different financing structures, and a dynamic regulatory environment impacting lending practices and data privacy. Interest rate fluctuations significantly influence loan origination volumes and the cost of capital for securitization.

Regulatory Implications

The trust operates within a regulated financial services industry. While the trust itself reports no material legal proceedings, the ongoing litigation against affiliated trustees (U.S. Bank N.A. and Wilmington Trust) highlights potential indirect regulatory scrutiny or reputational risk. Compliance with consumer protection laws and securitization regulations remains paramount for the servicer, BMW Financial Services NA, LLC.

What Investors Should Do

1. Monitor litigation against U.S. Bank N.A. and Wilmington Trust.
2. Review independent auditor reports on servicing criteria.
3. Assess the concentration risk of the asset pool.

Key Dates

• 2023-07-18: Amended and Restated Trust Agreement executed — Establishes the framework and terms for the BMW Vehicle Owner Trust 2023-A, including the roles of the Depositor and Owner Trustee.
• 2023-07-18: Indenture executed — Formalizes the agreement between the Issuing Entity and the Indenture Trustee, outlining the terms of the securitization and the rights of noteholders.
• 2025-12-31: Fiscal year end — Marks the end of the reporting period for the 10-K filing.
• 2026-03-24: 10-K Filing Date — The date the annual report was officially submitted to the SEC, providing audited financial information and disclosures for the fiscal year 2025.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (BMW Vehicle Owner Trust 2023-A is a securitization entity, meaning its primary function is to hold BMW vehicle loans and issue notes to investors.)

Depositor

The entity that transfers assets into a securitization trust. (BMW FS Securities LLC is the Depositor for this trust, responsible for originating and selling the vehicle loans to the trust.)

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 Trust Company, National Association serves as the Indenture Trustee, overseeing the trust's assets and payments to noteholders.)

Owner Trustee

A trustee appointed to hold legal title to the assets in trust for the benefit of the certificate holders or noteholders. (Wilmington Trust, National Association is the Owner Trustee, holding the assets of the BMW Vehicle Owner Trust 2023-A.)

Servicing Criteria

A set of standards and procedures that a servicer must follow when managing the assets within a securitization trust. (The independent audit of servicing criteria by BMW Financial Services NA, LLC and U.S. Bank Trust Co. provides assurance on the operational integrity of the trust's management.)

Non-accelerated Filer

A type of filer with the SEC that is not required to comply with certain accelerated reporting deadlines and internal control attestation requirements. (Indicates that BMW Vehicle Owner Trust 2023-A has a lower reporting burden, consistent with its status as a securitization trust.)

Year-Over-Year Comparison

As this is the first 10-K filing for BMW Vehicle Owner Trust 2023-A, a direct comparison to a prior year's filing is not applicable. Key metrics such as revenue, net income, margins, and debt levels are not available for comparison. The filing establishes the baseline for future performance and risk assessments.

Filing Documents

• a10k.htm (10-K) — 63KB
• exhibit31-1.htm (EX-31.1) — 9KB
• exhibit33-1.htm (EX-33.1) — 69KB
• exhibit33-2.htm (EX-33.2) — 59KB
• exhibit34-1.htm (EX-34.1) — 6KB
• exhibit34-2.htm (EX-34.2) — 6KB
• exhibit35-1.htm (EX-35.1) — 5KB
• image00003.jpg (GRAPHIC) — 7KB
• logo.jpg (GRAPHIC) — 5KB
• 0000929638-26-001116.txt ( ) — 235KB

Risk Factors

Item 1A. Risk Factors.

Cybersecurity

Item 1C. Cybersecurity.

Legal Proceedings

Item 3. Legal Proceedings.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. The following substitute information is 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. No single obligor represents 10% or more of the asset pool owned by BMW Vehicle Owner Trust 2023-A (the "Issuing Entity").

(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments. No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets owned by the Issuing Entity or payments on the notes (the "Notes") or the certificate (the "Certificate") issued by the Issuing Entity representing 10% or more of the cash flow supporting any offered class of the Notes.

(b) of Regulation AB. Certain Derivatives Instruments

Item 1115(b) of Regulation AB. Certain Derivatives Instruments. No entity or group of affiliated entities provides any external derivative instruments that are used to alter the payment characteristics of the cashflows from the Issuing Entity or to either make payments on the pool assets owned by the Issuing Entity or payments on the Notes or the Certificate.

of Regulation AB. Legal Proceedings

Item 1117 of Regulation AB. Legal Proceedings. To the knowledge of BMW Financial Services NA, LLC and BMW FS Securities LLC, there are no legal proceedings pending, or governmental proceedings contemplated, against BMW Financial Services NA, LLC, BMW FS Securities LLC, BMW Bank of North America or the Issuing Entity that would be material to holders of any Notes. The following six paragraphs are disclosures received from U.S. Bank Trust Company, National Association ("U.S. Bank Trust Co."), which serves as the indenture trustee under the indenture for the BMW Vehicle Owner Trust 2023-A transaction. U.S. Bank National Association ("U.S. Bank N.A.") made a strategic decision to reposition its corporate trust business by transferring substantially all of its corporate trust business to its affiliate, U.S. Bank Trust Co., a non-depository trust company (U.S. Bank N.A. and U.S. Bank Trust Co. are collectively referred to herein as "U.S. Bank"). Upon U.S. Bank Trust Co.'s succession to the business of U.S. Bank N.A., it became a wholly owned subsidiary of U.S. Bank N.A. U.S. Bank N.A. 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 N.A. 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.

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

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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.

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Controls and Procedures

Item 9A. Controls and Procedures.

Other Information

Item 9B. Other Information. Nothing to report.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Compensation

Item 11. Executive Compensation.

Security Ownership of Certain Beneficial Owners and Management and Related

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services. The following substitute information is provided in accordance with General Instruction J to Form 10-K:

of Regulation AB. Affiliations and Certain Relationships and Related Transactions

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions. Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

of Regulation AB. Compliance with Applicable Servicing Criteria

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. Each of BMW Financial Services NA, LLC and U.S. Bank Trust Co. (each, a "Servicing Participant") has been identified by the registrant as a party participating in the servicing function with respect to the asset pool owned by the Issuing Entity during the year ended December 31, 2025 (the "2025 Reporting Period"). Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a "Report on Assessment") as of December 31, 2025, and for the 2025 Reporting Period. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by an independent registered public accounting firm regarding its Report on Assessment. Each Report on Assessment and Attestation Report is attached as an exhibit to this Form 10-K. Neither the Report on Assessment nor the Attestation Report for BMW Financial Services NA, LLC has identified any material instance of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to BMW Financial Services NA, LLC. Neither the Report on Assessment nor the Attestation Report for U.S. Bank Trust Co. has identified any material instance of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to U.S. Bank Trust Co.

of Regulation AB. Servicer Compliance Statement

Item 1123 of Regulation AB. Servicer Compliance Statement. BMW Financial Services NA, LLC has been identified by the registrant as a servicer during the 2025 Reporting Period with respect to the assets pool owned by the Issuing Entity. BMW Financial Services NA, LLC has provided a statement of compliance for the 2025 Reporting Period, signed by an authorized officer, and such compliance statement is attached as an exhibit to this Form 10-K. PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Not applicable. (2) Not applicable. (3) See Item 15(b) below. (b) Exhibits Required by Item 601 of Regulation S-K. Exhibit Number Description 3.1 Certificate of Formation of BMW FS Securities LLC (the "Depositor"), as currently in effect, incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Registration Statement on Form S-3 (File Number 333-122561), filed with the SEC by the Depositor on March 7, 2005. 3.2 Amended and Restated Limited Liability Company Agreement of the Depositor, as amended and currently in effect, incorporated by reference to Exhibit 3.2 to Registration Statement on Form SF-3 (File Number 333-229836) filed with the SEC by the Depositor on February 25, 2019. 4.1 Indenture, dated as of July 18, 2023, between BMW Vehicle Owner Trust 2023-A (the "Issuing Entity") and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), incorporated by reference to Exhibit 4.1 to the Issuing Entity's Form 8-K, filed with the SEC by the Issuing Entity on July 18, 2023. 10.1 Amended and Restated Trust Agreement, dated as of July 18, 2023, between the Depositor and Wilmington Trust, National Association, as owner trustee, incorporated by reference to Exhibit 10.1 to the Issuing Entity's Form 8-K, filed with the SEC by the Issuing Entity on July 18, 2023. 10.2 Financial Services NA, LLC ("BMW FS"), as administrator, and the Indenture Trustee, incorporated by reference to Exhibit 10.2 to the Issuing Entity's Form 8-K, filed with the SEC by the Issuing Entity on July 18, 2023. 10.3 Sale and Servicing Agreement, dated as of July 18, 2023, among the Issuing Entity, the Depositor, BMW FS, as sponsor, servicer, administrator and custodian, and the Indenture Trustee, incorporat

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. BMW VEHICLE OWNER TRUST 2023-A (Issuing Entity) By: BMW FINANCIAL SERVICES NA, LLC, as servicer March 24, 2026 By: /s/ Tobias Essig Name: Tobias Essig Title: Chief Financial Officer and Vice President – Finance 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 to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

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