Toyota Auto Receivables Trust Details Trustee Legal Woes in 10-K

TL;DR

**Toyota's auto loan trust is operationally sound, but its trustees are mired in significant legal battles that warrant close investor scrutiny.**

AI Summary

Toyota Auto Receivables 2022-A Owner Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, primarily detailing compliance with Regulation AB and legal proceedings involving its trustees. The Trust reported no single obligor represents 10% or more of its asset pool, and no external credit enhancement or derivative instruments are in place. Key business changes include U.S. Bank National Association's strategic repositioning of its corporate trust business to U.S. Bank Trust Company, National Association, which now serves as the indenture trustee. Toyota Motor Credit Corporation (TMCC) and U.S. Bank Trust Co. both reported no material instances of noncompliance with applicable servicing criteria for the 2025 reporting period. However, U.S. Bank N.A. is involved in multiple lawsuits concerning residential mortgage-backed securities (RMBS) and student loan trusts, denying liability but acknowledging potential impacts. Wilmington Trust, National Association (WTNA), the owner trustee, was also served with a civil complaint on February 3, 2026, for alleged breaches related to Tricolor Holdings, LLC asset-backed securitization transactions, which WTNA intends to vigorously defend.

Why It Matters

This 10-K provides crucial transparency into the operational health and potential legal exposures of the Toyota Auto Receivables 2022-A Owner Trust, a significant player in the auto asset-backed securities market. Investors in these notes need to understand the legal challenges faced by key service providers like U.S. Bank N.A. and Wilmington Trust, N.A., as these could impact trustee performance and, indirectly, the trust's ability to service its obligations, even if the trust itself is not directly implicated. The competitive landscape for securitized auto loans relies heavily on the perceived stability and compliance of its underlying infrastructure, making these disclosures vital for market confidence.

Risk Assessment

Risk Level: medium — The risk level is medium due to the ongoing legal proceedings involving U.S. Bank N.A. and Wilmington Trust, N.A., as detailed in Item 1117 of Regulation AB. While the Trust itself is not a direct party to these lawsuits, the involvement of its indenture trustee and owner trustee in significant litigation, including RMBS and student loan trusts, introduces potential operational and reputational risks that could indirectly affect the Trust's stability or the market's perception of its fiduciaries.

Analyst Insight

Investors should monitor the progress and outcomes of the legal proceedings involving U.S. Bank N.A. and Wilmington Trust, N.A., as these could impact the long-term stability and operational efficiency of the Toyota Auto Receivables 2022-A Owner Trust. While the Trust's direct compliance appears strong, the broader legal environment for its fiduciaries is a material consideration for risk assessment.

Key Numbers

• 10% — maximum asset pool representation by a single obligor (No single obligor represents 10% or more of the asset pool, indicating diversification.)
• 2025 — fiscal year ended (The reporting period for which compliance assessments were conducted.)
• 2026-03-24 — filing date (Date the 10-K was filed with the SEC.)
• 2018-03-09 — date of NCMSLT Action filing (Date lawsuit against U.S. Bank N.A. regarding student loan trusts was filed.)
• 2026-02-03 — date WTNA served with complaint (Date Wilmington Trust, N.A. was served with a civil complaint regarding Tricolor Holdings, LLC transactions.)

Key Players & Entities

• Toyota Auto Receivables 2022-A Owner Trust (company) — issuing entity
• Toyota Auto Finance Receivables LLC (company) — depositor and registrant
• Toyota Motor Credit Corporation (company) — sponsor and servicer
• U.S. Bank Trust Company, National Association (company) — indenture trustee
• U.S. Bank National Association (company) — former corporate trust business holder, involved in lawsuits
• Wilmington Trust, National Association (company) — owner trustee, served with civil complaint
• Tellis Bethel (person) — Treasurer & Chief Financial Officer of Toyota Auto Finance Receivables LLC
• PricewaterhouseCoopers LLP (company) — auditor for TMCC's compliance assessment
• Ernst & Young LLP (company) — auditor for U.S. Bank Trust Co.'s compliance assessment
• Clayton Fixed Income Services LLC (company) — asset representations reviewer

Forward-Looking Statements

• The trust will continue to demonstrate compliance in future filings. (Toyota Auto Receivables 2022-A Owner Trust) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Trustee Litigation [high — legal]: Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint on February 3, 2026, related to alleged breaches in Tricolor Holdings, LLC asset-backed securitization transactions. U.S. Bank N.A. is involved in multiple lawsuits concerning RMBS and student loan trusts, with one action filed on March 9, 2018. While these entities deny liability, the ongoing litigation presents potential financial and reputational risks.
• Compliance with Regulation AB [medium — regulatory]: The Trust's primary disclosure focuses on compliance with Regulation AB, which governs asset-backed securities. While no material instances of noncompliance were reported by TMCC or U.S. Bank Trust Co. for the 2025 reporting period, the complex regulatory environment for securitization entities requires continuous adherence to disclosure and operational standards.
• Servicing Criteria Compliance [low — operational]: Both Toyota Motor Credit Corporation (TMCC) and U.S. Bank Trust Co. reported no material instances of noncompliance with applicable servicing criteria for the 2025 reporting period. This indicates stable operational performance in servicing the auto receivables.

Industry Context

The auto finance securitization market is a critical component of the broader automotive industry, providing liquidity for vehicle sales and financing. Companies like Toyota Motor Credit Corporation leverage these structures to manage their loan portfolios and access capital markets. The industry is sensitive to economic conditions, interest rate fluctuations, and regulatory changes impacting lending and securitization practices.

Regulatory Implications

The Trust operates under the stringent disclosure requirements of Regulation AB. Ongoing litigation involving trustees, such as Wilmington Trust and U.S. Bank, highlights potential risks associated with the legal and operational integrity of securitization structures. Any adverse outcomes in these legal proceedings could impact investor confidence and the operational stability of similar trusts.

What Investors Should Do

1. Monitor Trustee Litigation
2. Review Servicing Compliance Reports
3. Assess Impact of Trustee Business Changes

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for which financial statements and compliance assessments were made.
• 2026-03-24: 10-K Filing Date — Indicates when the annual report detailing the Trust's financial condition and operations was submitted to the SEC.
• 2026-02-03: WTNA Served with Complaint — A significant legal event for the owner trustee, potentially impacting the Trust's governance and future operations.
• 2018-03-09: NCMSLT Action Filing — Date of a lawsuit against U.S. Bank N.A. concerning student loan trusts, highlighting ongoing legal challenges faced by related parties.
• 2022-01-31: Trust Agreement and Indenture Effective Dates — Establishes the foundational legal documents governing the Trust's operations and the roles of key parties like the owner trustee and indenture trustee.

Glossary

Regulation AB

A U.S. Securities and Exchange Commission (SEC) regulation that governs the disclosure and reporting requirements for asset-backed securities transactions. (The Trust's primary disclosure framework, ensuring transparency for investors in securitized assets.)

Indenture Trustee

A financial institution appointed to act on behalf of the bondholders in a securitization transaction, ensuring the terms of the indenture are met. (U.S. Bank Trust Co. serves in this role, overseeing the Trust's debt obligations.)

Owner Trustee

A trustee appointed to hold legal title to the assets in a trust for the benefit of the certificate holders. (Wilmington Trust, National Association is the owner trustee, currently involved in litigation.)

Securitization Entity

A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (Toyota Auto Receivables 2022-A Owner Trust is an example of such an entity.)

Servicing Criteria

A set of standards and procedures that a servicer must follow when managing the underlying assets of a securitization, such as collecting payments and managing delinquencies. (Compliance with these criteria by TMCC and U.S. Bank Trust Co. is assessed annually.)

Year-Over-Year Comparison

This filing primarily details compliance for the fiscal year ended December 31, 2025, and significant legal developments occurring in early 2026. Specific comparative financial metrics to the prior year (2024) are not detailed within the provided text. However, the key change noted is the strategic repositioning of U.S. Bank's corporate trust business and the emergence of new legal proceedings involving the trustees, which represent new risk factors compared to previous periods.

Filing Documents

• form10k.htm (10-K) — 65KB
• exhibit31-1.htm (EX-31.1) — 8KB
• exhibit33-1.htm (EX-33.1) — 84KB
• exhibit33-2.htm (EX-33.2) — 63KB
• exhibit34-1.htm (EX-34.1) — 8KB
• exhibit34-2.htm (EX-34.2) — 5KB
• exhibit35-1.htm (EX-35.1) — 3KB
• logo_ey.jpg (GRAPHIC) — 6KB
• logo_pwc.jpg (GRAPHIC) — 4KB
• 0000929638-26-001123.txt ( ) — 251KB

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 Toyota Auto Receivables 2022-A Owner Trust (the "Trust").

(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 Trust or payments on the notes (the "Notes") or the certificate (the "Certificate") issued by the Trust.

(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 to either payment on the pool assets owned by the Trust or payments on the Notes or the Certificate.

of Regulation AB. Legal Proceedings

Item 1117 of Regulation AB. Legal Proceedings. 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 (the "Indenture Trustee") under the indenture for the Toyota Auto Receivables 2022-A Owner Trust 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. The Indenture Trustee will maintain the accounts of the issuing entity in the name of the Indenture Trustee at 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.S. Bank N.A. denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause o

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Item 9A.

Controls and Procedures

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: Item 10. Directors, Executive Officers and Corporate Governance. Item 11.

Executive Compensation

Executive Compensation. Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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 TMCC and U.S. Bank Trust Co. (each, a "Servicing Participant") has been identified by the registrant as a party participating in the servicing function during the year ended December 31, 2025 (the "2025 Reporting Period") with respect to the pool assets owned by the Trust. Each Servicing Participant 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 Servicing Participant has provided an attestation report (each, an "Attestation Report") by a 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 TMCC has identified any material instance of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to TMCC. 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. TMCC has been identified by the registrant as a servicer during the 2025 Reporting Period with respect to the pool assets owned by the Trust. TMCC 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

Exhibit and Financial Statement Schedules

Item 15. Exhibit 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 Toyota Auto Finance Receivables LLC ("TAFR LLC") (included in Exhibit 3.1 to Amendment No. 1 to Registration Statement on Form S-3 (333-159170), as filed by the registrant with the Commission on May 28, 2009, which is incorporated herein by reference). 3.2 Limited Liability Company Agreement of TAFR LLC (included in Exhibit 3.2 to Amendment No. 1 to Registration Statement on Form S-3 (333-159170), as filed by the registrant with the Commission on May 28, 2009, which is incorporated herein by reference). 4.1 Amended and Restated Trust Agreement, dated as of January 31, 2022, between TAFR LLC and Wilmington Trust, National Association, as owner trustee (included in Exhibit 4.1 to the Trust's Form 8-K, as filed with the Commission on January 31, 2022, which is incorporated herein by reference). 4.2 Indenture, dated as of January 31, 2022, among the Trust, U.S. Bank Trust Co. (as successor to U.S. Bank N.A.), as indenture trustee (the "Indenture Trustee"), and U.S. Bank N.A., as securities intermediary (included in Exhibit 4.2 to the Trust's Form 8-K, as filed with the Commission on January 31, 2022, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of January 31, 2022, among TAFR LLC, as seller, TMCC, as servicer and sponsor, and the Trust, as issuer (included in Exhibit 4.3 to the Trust's Form 8-K, as filed with the Commission on January 31, 2022, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of January 31, 2022, between TAFR LLC, as purchaser, and TMCC, as seller (included in Exhibit 4.4 to the Trust's Form 8-K, as filed with the Commission on January 31, 2022, w

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. Toyota Auto Finance Receivables LLC (Depositor) Date: March 24, 2026 By: /s/ Tellis Bethel Tellis Bethel Treasurer & Chief Financial Officer (Senior officer in charge of securitization of the depositor) 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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