BMW Trust 2025-A Reports Clean Servicing, Trustees Face Litigation

TL;DR

**BMW's ABS trust looks solid, but watch out for the legal storm brewing around its trustees – potential systemic risk for the securitization market.**

AI Summary

BMW Vehicle Owner Trust 2025-A, an issuing entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no common equity outstanding held by non-affiliates. The trust, sponsored by BMW Financial Services NA, LLC, confirmed that no single obligor represents 10% or more of its asset pool, and no entity provides 10% or more external credit enhancement or derivative instruments. Key servicing participants, BMW Financial Services NA, LLC and U.S. Bank Trust Co., both reported no material instances of noncompliance with applicable servicing criteria for the 2025 reporting period, as attested by independent registered public accounting firms CohnReznick LLP and Ernst & Young LLP, respectively. However, U.S. Bank Trust Co. disclosed ongoing material litigation against its affiliate, U.S. Bank N.A., related to residential mortgage-backed securities (RMBS) and student loan trusts, including the NCMSLT Action, which remains pending. Wilmington Trust, National Association, the owner trustee, also disclosed a new civil complaint filed on February 3, 2026, for unspecified damages related to Tricolor Holdings, LLC asset-backed securitization transactions, which it intends to vigorously defend.

Why It Matters

This 10-K provides critical transparency for investors in BMW Vehicle Owner Trust 2025-A's asset-backed securities, confirming robust servicing compliance by BMW Financial Services NA, LLC and U.S. Bank Trust Co. for 2025. However, the disclosed legal challenges against U.S. Bank N.A. and Wilmington Trust, National Association, while not directly against the BMW trust, highlight broader systemic risks within the securitization market and could impact the reputation and operational stability of key fiduciaries. Investors should monitor these legal proceedings as they could influence future trustee performance and the perceived safety of similar asset-backed structures across the financial industry, potentially affecting competitive dynamics for other auto ABS issuers.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant ongoing legal proceedings disclosed by U.S. Bank N.A. and Wilmington Trust, National Association, both critical fiduciaries for BMW Vehicle Owner Trust 2025-A. U.S. Bank N.A. is defending against multiple lawsuits, including the NCMSLT Action filed on March 9, 2018, related to RMBS and student loan trusts, alleging failures as trustee. Wilmington Trust, National Association, faces a new civil complaint filed on February 3, 2026, concerning alleged breaches of contract and duties for Tricolor Holdings, LLC securitizations, which could impact its operational capacity or reputation.

Analyst Insight

Investors should maintain their position in BMW Vehicle Owner Trust 2025-A's notes given the clean servicing reports for 2025, but closely monitor the legal developments involving U.S. Bank N.A. and Wilmington Trust, National Association. While these lawsuits are not directly against the BMW trust, any adverse outcomes could impact the broader securitization market and the long-term stability of these key service providers.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• 2025 — Fiscal Year End (The period covered by this 10-K filing.)
• 10% — Asset Pool Concentration Limit (No single obligor represents 10% or more of the asset pool.)
• 10% — Credit Enhancement Threshold (No entity provides 10% or more external credit enhancement.)
• February 12, 2025 — Date of Amended and Restated Trust Agreement (Key agreement for the Issuing Entity.)
• March 9, 2018 — Filing Date of NCMSLT Action (Lawsuit against U.S. Bank N.A. related to student loan trusts.)
• February 3, 2026 — Service Date of WTNA Civil Complaint (Lawsuit against Wilmington Trust, National Association.)

Key Players & Entities

• BMW Vehicle Owner Trust 2025-A (company) — Issuing Entity
• BMW Financial Services NA, LLC (company) — Sponsor, Servicer, Administrator, Custodian
• U.S. Bank Trust Company, National Association (company) — Indenture Trustee, Servicing Participant
• Wilmington Trust, National Association (company) — Owner Trustee
• U.S. Bank National Association (company) — Affiliate of Indenture Trustee facing litigation
• BMW FS Securities LLC (company) — Depositor and Registrant
• 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 Co.
• Clayton Fixed Income Services LLC (company) — Asset Representations Reviewer

Forward-Looking Statements

• The trust will continue to demonstrate strong compliance with servicing criteria in future filings. (BMW Vehicle Owner Trust 2025-A) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Ongoing Litigation Against U.S. Bank Trust Co. Affiliate [medium — legal]: U.S. Bank Trust Co., the Indenture Trustee, is involved in ongoing material litigation against its affiliate, U.S. Bank N.A. This litigation pertains to residential mortgage-backed securities and student loan trusts, including the NCMSLT Action filed on March 9, 2018, which remains pending. The outcome of this litigation could potentially impact the operations and reputation of U.S. Bank Trust Co.
• New Civil Complaint Against Wilmington Trust [medium — legal]: Wilmington Trust, National Association, the owner trustee, faces a new civil complaint filed on February 3, 2026, concerning unspecified damages related to Tricolor Holdings, LLC asset-backed securitization transactions. While Wilmington Trust intends to defend itself vigorously, the nature and potential financial impact of this complaint are currently unknown.
• Servicing Compliance [low — operational]: Both BMW Financial Services NA, LLC and U.S. Bank Trust Co. reported no material instances of noncompliance with applicable servicing criteria for the 2025 reporting period. This attestation was confirmed by independent registered public accounting firms CohnReznick LLP and Ernst & Young LLP, respectively, indicating a generally stable operational environment for servicing.
• Asset Pool Concentration [low — financial]: The trust confirmed that no single obligor represents 10% or more of its asset pool. This diversification helps mitigate the risk of significant losses due to the default of any single borrower.
• External Credit Enhancement Concentration [low — financial]: No single entity provides 10% or more of external credit enhancement for the trust. This suggests a diversified approach to credit support, reducing reliance on any one provider.

Industry Context

The auto finance industry, particularly securitization trusts like BMW Vehicle Owner Trust 2025-A, operates within a highly regulated environment. Trends include increasing reliance on securitization for funding, evolving credit standards, and heightened scrutiny of servicing practices. The competitive landscape is dominated by captive finance arms of manufacturers and large independent finance companies, all navigating economic cycles and consumer credit risk.

Regulatory Implications

The trust operates under regulations governing securitization and financial services. Disclosed litigation against trustees (U.S. Bank Trust Co. and Wilmington Trust) highlights potential regulatory and legal risks associated with the broader financial industry and specific trust structures. Compliance with servicing criteria, as attested by independent auditors, is crucial for maintaining investor confidence and regulatory standing.

What Investors Should Do

1. Monitor litigation developments concerning U.S. Bank Trust Co. and Wilmington Trust.
2. Review the terms of the Amended and Restated Trust Agreement (February 12, 2025).
3. Assess the diversification of the asset pool and credit enhancement providers.

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2025-02-12: Amended and Restated Trust Agreement and Indenture — These are key governing documents for the Issuing Entity, establishing the terms under which the trust operates and is financed.
• 2025-02-12: Owner Trust Administration Agreement and Sale and Servicing Agreement — These agreements define the roles and responsibilities of the administrator, servicer, and other parties involved in the management and servicing of the trust's assets.
• 2025-02-12: Receivables Purchase Agreements — These agreements outline the terms under which BMW Financial Services and BMW Bank of North America sell receivables to the Depositor.
• 2026-02-03: Wilmington Trust Civil Complaint Filed — A new legal challenge against the owner trustee, which could have implications for the trust's governance and operations.
• 2018-03-09: NCMSLT Action Filing Date — The initial filing date of a significant ongoing lawsuit against an affiliate of the Indenture Trustee, highlighting potential systemic legal risks.

Glossary

Issuing Entity

The legal entity created to issue securities backed by a pool of assets, in this case, BMW vehicle loans. (BMW Vehicle Owner Trust 2025-A is the Issuing Entity for this securitization.)

Depositor

An entity that transfers assets to a trust in exchange for securities issued by the trust. (BMW FS Securities LLC is the Depositor in this transaction.)

Indenture Trustee

A trustee appointed under an indenture to represent the interests of bondholders and administer the trust's assets. (U.S. Bank Trust Company, National Association serves as the Indenture Trustee.)

Owner Trustee

A trustee appointed to hold the assets of the trust for the benefit of the certificate holders. (Wilmington Trust, National Association is the Owner Trustee.)

Servicer

The entity responsible for collecting payments from obligors, managing the assets, and distributing payments to investors. (BMW Financial Services NA, LLC is the servicer for this trust.)

Asset Pool

The collection of underlying assets (e.g., auto loans) that back the securities issued by the trust. (The concentration of obligors within this pool is a key risk consideration.)

External Credit Enhancement

Third-party guarantees or support mechanisms designed to reduce the credit risk of the securitized assets. (The lack of significant concentration in external credit enhancement is noted.)

Year-Over-Year Comparison

As this is the initial 10-K filing for the BMW Vehicle Owner Trust 2025-A, a direct comparison of financial metrics to a prior year's filing is not possible. However, the filing establishes the trust's operational framework, key agreements dated February 12, 2025, and highlights existing legal risks associated with its trustees, which are critical points of reference for future periods.

Filing Documents

• a10k.htm (10-K) — 66KB
• 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
• 0000929638-26-001117.txt ( ) — 238KB

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 2025-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 2025-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 February 12, 2025, between BMW Vehicle Owner Trust 2025-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 February 12, 2025. 10.1 Amended and Restated Trust Agreement, dated as of February 12, 2025, 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 February 12, 2025. 10.2 Agreement, dated as of February 12, 2025, among the Issuing Entity, BMW 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 February 12, 2025. 10.3 Sale and Servicing Agreement, dated as of February 12, 2025, among the Issuing Entity, the Depositor, BMW FS, as sponsor, servicer, administrator and custodian, and the

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 2025-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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View this 10-K filing on SEC EDGAR