BMW Trust Discloses Trustee Litigation, Clean Servicing Report

TL;DR

**BMW's securitization trust looks solid, but its trustees are mired in significant, ongoing litigation that could ripple through the ABS market.**

AI Summary

BMW Vehicle Owner Trust 2024-A, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no common equity outstanding and no single obligor representing 10% or more of its asset pool. The trust, sponsored by BMW Financial Services NA, LLC, reported no material instances of noncompliance with servicing criteria by either BMW Financial Services NA, LLC or U.S. Bank Trust Co. during the 2025 reporting period, as confirmed by independent registered public accounting firms CohnReznick LLP and Ernst & Young LLP. However, U.S. Bank Trust Co., as indenture trustee, disclosed ongoing material litigation, including the NCMSLT Action filed March 9, 2018, related to residential mortgage-backed securities (RMBS) and student loan trusts, where U.S. Bank N.A. denies liability. Additionally, Wilmington Trust, National Association, as owner trustee, was served with a civil complaint on February 3, 2026, for unspecified damages concerning 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 2024-A, confirming the health of its underlying asset servicing while highlighting significant legal risks faced by its trustees, U.S. Bank Trust Co. and Wilmington Trust, National Association. The ongoing RMBS and student loan litigation against U.S. Bank N.A. and the new Tricolor Holdings lawsuit against WTNA could impact the broader securitization market by raising concerns about trustee oversight and potential liabilities. While BMW's direct asset pool servicing appears robust, these legal challenges could indirectly affect investor confidence in the stability of asset-backed securities and the reliability of key financial intermediaries, potentially influencing competitive dynamics among trust service providers.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant, ongoing legal proceedings disclosed by U.S. Bank Trust Co. and Wilmington Trust, National Association, despite the BMW Vehicle Owner Trust 2024-A itself reporting no material servicing noncompliance. U.S. Bank N.A. faces lawsuits, including the NCMSLT Action filed March 9, 2018, alleging failures as trustee for RMBS and student loan trusts, and Wilmington Trust, National Association was served with a civil complaint on February 3, 2026, for unspecified damages related to Tricolor Holdings, LLC securitizations. While these do not directly involve the BMW trust's assets, they expose its key fiduciaries to substantial legal and reputational risk, which could indirectly affect the trust's operations or perceived stability.

Analyst Insight

Investors should monitor the outcomes of the legal proceedings involving U.S. Bank Trust Co. and Wilmington Trust, National Association, as these could impact the broader securitization market and the operational stability of key trust service providers. While the BMW Vehicle Owner Trust 2024-A's direct servicing compliance is strong, the indirect risks from its fiduciaries warrant careful consideration when evaluating the long-term stability of asset-backed securities.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

N/A

Key Numbers

• 0% — Percentage of asset pool represented by any single obligor (No single obligor represents 10% or more of the asset pool, indicating diversification.)
• 0% — Percentage of external credit enhancement from any single entity (No entity provides 10% or more of external credit enhancement, suggesting no over-reliance on one provider.)
• 2025 — Fiscal year ended (The reporting period for this 10-K, covering compliance assessments.)
• 2026-03-24 — Filing date of 10-K (Date the annual report was officially submitted to the SEC.)
• 2018-03-09 — Filing date of NCMSLT Action (Date the significant student loan lawsuit against U.S. Bank N.A. was filed.)
• 2026-02-03 — Date WTNA was served with civil complaint (Date of new litigation against Wilmington Trust, National Association regarding Tricolor Holdings, LLC.)

Key Players & Entities

• BMW Vehicle Owner Trust 2024-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 U.S. Bank Trust Co., defendant in RMBS and student loan 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
• The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al. (legal_case) — Student loan litigation, C.A. No. 2018-0167-JRS (Del. Ch.), filed March 9, 2018
• Tricolor Holdings, LLC (company) — Subject of asset-backed securitization transactions involved in lawsuit against WTNA

Forward-Looking Statements

• The trust will continue to demonstrate compliance with servicing criteria in future filings. (BMW Vehicle Owner Trust 2024-A) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Ongoing Litigation Against Trustees [high — legal]: U.S. Bank Trust Co., as indenture trustee, is involved in ongoing material litigation, including the NCMSLT Action filed March 9, 2018, related to RMBS and student loan trusts. Wilmington Trust, National Association, as owner trustee, was served with a civil complaint on February 3, 2026, for unspecified damages concerning Tricolor Holdings, LLC ABS transactions. These legal proceedings could potentially impact the trust's operations or reputation.
• Servicing Compliance [medium — operational]: While no material noncompliance with servicing criteria was reported by BMW Financial Services NA, LLC or U.S. Bank Trust Co. for the 2025 period, any future instances could lead to operational disruptions or financial penalties. Independent auditors CohnReznick LLP and Ernst & Young LLP confirmed compliance for the reporting period.

Industry Context

The auto finance industry, particularly securitization, relies on consistent performance of underlying auto loans. Trends include evolving consumer credit access, interest rate sensitivity, and increasing regulatory scrutiny on loan origination and servicing. Competitors like other captive finance arms and independent lenders actively participate in the securitization market to fund their operations.

Regulatory Implications

The trust operates within a regulated financial environment. While this filing indicates no material noncompliance with servicing criteria for 2025, ongoing litigation involving trustees (U.S. Bank Trust Co. and Wilmington Trust) highlights potential systemic risks and the importance of robust legal and operational frameworks in ABS transactions.

What Investors Should Do

1. Monitor litigation involving U.S. Bank Trust Co. and Wilmington Trust.
2. Review the asset pool's diversification and credit enhancement details in future filings.
3. Assess the impact of interest rate changes on the underlying auto loan portfolio.

Key Dates

• 2024-06-11: Indenture and Trust Agreements established — Marks the formal establishment of the securitization structure and the roles of key parties like the Issuing Entity, Indenture Trustee, and Owner Trustee.
• 2025-12-31: Fiscal year end — The period covered by the 10-K filing, including compliance assessments for servicing criteria.
• 2026-02-03: Wilmington Trust served with civil complaint — Indicates new legal risk for the owner trustee related to prior ABS transactions, which could have indirect implications for the trust.
• 2026-03-24: 10-K Filing Date — The date the annual report was submitted, providing the latest overview of the trust's financial and operational status.
• 2018-03-09: NCMSLT Action filed — A significant ongoing litigation against U.S. Bank N.A. (related to U.S. Bank Trust Co.), highlighting potential systemic risks in the RMBS and student loan trust market.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by those assets. (BMW Vehicle Owner Trust 2024-A is a securitization entity, meaning its primary function is to hold assets and facilitate the issuance of asset-backed securities.)

Depositor

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

Issuing Entity

The trust that issues the asset-backed securities. (BMW Vehicle Owner Trust 2024-A is the issuing entity, and its performance is tied to the underlying vehicle loans.)

Indenture Trustee

A trustee appointed to represent the interests of the bondholders in a securitization transaction. (U.S. Bank Trust Co. acts as the indenture trustee, overseeing the terms of the indenture agreement and the rights of the security holders.)

Owner Trustee

A trustee appointed to represent the interests of the equity holders or the trust itself. (Wilmington Trust, National Association serves as the owner trustee, responsible for the administration of the trust agreement.)

Servicing Criteria

A set of standards and procedures that govern how the underlying assets in a securitization are managed and collected. (Compliance with servicing criteria by the servicer and indenture trustee is assessed annually to ensure proper management of the asset pool.)

Asset-Backed Securitization (ABS)

A financial security collateralized by a pool of assets such as loans, leases, credit card debt, or receivables. (The Tricolor Holdings, LLC transactions mentioned in the litigation are examples of ABS, highlighting potential risks associated with such structures.)

Year-Over-Year Comparison

This is the initial 10-K filing for BMW Vehicle Owner Trust 2024-A, establishing its baseline financial and operational status. Therefore, direct year-over-year comparisons for metrics like revenue growth, margin changes, or debt-to-equity ratios are not applicable. New risk factors introduced in this filing relate to ongoing litigation involving the trust's indenture and owner trustees, which were not present in prior reporting periods.

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
• 0000929638-26-001118.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 2024-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 2024-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 June 11, 2024, between BMW Vehicle Owner Trust 2024-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 June 11, 2024. 10.1 Amended and Restated Trust Agreement, dated as of June 11, 2024, 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 June 11, 2024. 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 June 11, 2024. 10.3 Sale and Servicing Agreement, dated as of June 11, 2024, 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 2024-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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