Toyota ABS Trust Reports Clean Servicing, Trustees Face RMBS & Student Loan Suits

TL;DR

**Toyota's auto loan trust is operationally sound, but its trustees are embroiled in significant, ongoing litigation that could ripple through the broader ABS market.**

AI Summary

Toyota Auto Receivables 2022-B Owner Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no single obligor represents 10% or more of its asset pool. The Trust also reported no external credit enhancement or derivative instruments supporting its pool assets or notes. Key servicing participants, Toyota Motor Credit Corporation (TMCC) and U.S. Bank Trust Co., each submitted reports on assessment of compliance with servicing criteria, both confirming no material instances of noncompliance for the 2025 reporting period. However, U.S. Bank N.A., an affiliate of the Indenture Trustee, disclosed ongoing litigation related to its role as trustee for residential mortgage-backed securities (RMBS) and student loan-backed securities, denying liability in all cases. Wilmington Trust, National Association (WTNA), the owner trustee, also disclosed a civil complaint filed on February 3, 2026, for alleged breaches of contract and duties related to Tricolor Holdings, LLC asset-backed securitization transactions, which it intends to vigorously defend.

Why It Matters

This 10-K provides a critical look into the operational health of a Toyota-backed asset-backed security (ABS) trust, which is vital for investors holding its notes. While the core servicing by Toyota Motor Credit Corporation and U.S. Bank Trust Co. appears compliant, the disclosed litigation against U.S. Bank N.A. and Wilmington Trust, National Association, highlights broader systemic risks within the trustee industry. These legal challenges, though not directly against this specific Toyota trust, could impact the reputation and operational capacity of key service providers, potentially affecting investor confidence in the ABS market and competitive landscape for trustee services.

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, key parties to the Trust. While the Trust itself reported no material noncompliance with servicing criteria for the 2025 reporting period, the lawsuits against its indenture trustee's affiliate (U.S. Bank N.A. for RMBS and student loan trusts) and owner trustee (WTNA for Tricolor Holdings ABS) introduce reputational and operational risks to the securitization ecosystem, even if not directly impacting the Toyota Auto Receivables 2022-B Owner Trust's assets.

Analyst Insight

Investors should monitor the outcomes of the disclosed litigation involving U.S. Bank N.A. and Wilmington Trust, National Association, as these cases could set precedents or impact the financial stability of key ABS market participants. While the Toyota Trust's direct operations appear sound, the broader implications for trustee services warrant careful consideration when evaluating future ABS investments.

Key Numbers

• 10% — maximum percentage of asset pool represented by a single obligor (No single obligor represents 10% or more of the asset pool owned by the Trust, indicating diversification.)
• 2025 — fiscal year ended (The report covers the fiscal year ended December 31, 2025, providing current operational data.)
• 2018 — year NCMSLT Action filed (The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al. lawsuit was filed on March 9, 2018.)
• 2026 — year civil complaint filed against WTNA (A civil complaint was served to WTNA on February 3, 2026, regarding Tricolor Holdings, LLC transactions.)

Key Players & Entities

• Toyota Auto Receivables 2022-B 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) — affiliate of indenture trustee, involved in RMBS and student loan litigation
• Wilmington Trust, National Association (company) — owner trustee, involved in Tricolor Holdings ABS litigation
• Tellis Bethel (person) — Treasurer & Chief Financial Officer of Toyota Auto Finance Receivables LLC
• Delaware Court of Chancery (regulator) — court handling NCMSLT Action against U.S. Bank N.A.
• Supreme Court of the State of New York, County of New York (regulator) — court handling civil complaint against Wilmington Trust, National Association
• Clayton Fixed Income Services LLC (company) — asset representations reviewer

Forward-Looking Statements

• The Toyota Auto Receivables 2022-B Owner Trust will continue to demonstrate strong compliance in future filings. (Toyota Auto Receivables 2022-B Owner Trust) — high confidence, target: 2027-03-31
• Toyota Motor Credit Corporation will maintain its role as the servicer for the trust's assets. (Toyota Motor Credit Corporation) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Litigation Against Indenture Trustee Affiliate [medium — legal]: U.S. Bank N.A., an affiliate of the Indenture Trustee (U.S. Bank Trust Co.), is involved in ongoing litigation concerning its role in RMBS and student loan-backed securities. While U.S. Bank N.A. denies liability, the existence of these cases presents a potential reputational and operational risk to the broader U.S. Bank entity, which could indirectly impact trust operations.
• Civil Complaint Against Owner Trustee [medium — legal]: Wilmington Trust, National Association (WTNA), the owner trustee, faces a civil complaint filed on February 3, 2026, alleging breaches of contract and duties related to Tricolor Holdings, LLC asset-backed securitization transactions. WTNA intends to vigorously defend itself, but this litigation introduces legal and operational uncertainty.
• Servicing Compliance Assessment [low — operational]: Both TMCC and U.S. Bank Trust Co. reported no material instances of noncompliance with servicing criteria for the fiscal year ended December 31, 2025. This indicates a stable operational environment for the core servicing functions of the trust's assets.

Industry Context

The auto finance industry is characterized by significant competition among lenders, including captive finance companies like TMCC, banks, and independent finance firms. Trends include increasing adoption of digital loan origination and servicing platforms, evolving consumer preferences for vehicle ownership models (e.g., leasing, subscriptions), and ongoing regulatory scrutiny of lending practices. Interest rate sensitivity is a key factor, as rising rates can impact loan demand and the cost of funding for originators and securitization trusts.

Regulatory Implications

The disclosed litigation against U.S. Bank N.A. and WTNA highlights potential legal and reputational risks associated with the broader financial services industry, particularly in structured finance. While the trust itself reports no direct noncompliance, the legal actions against key service providers and trustees necessitate ongoing monitoring for any indirect impacts on trust operations or investor confidence.

What Investors Should Do

1. Monitor litigation involving U.S. Bank N.A. and WTNA.
2. Review the Servicer and Trustee compliance reports.
3. Assess the diversification of the asset pool.

Key Dates

• 2025-12-31: Fiscal year end — This date marks the end of the reporting period for the 10-K filing, providing the most current financial and operational data available.
• 2026-02-03: Civil complaint filed against WTNA — This date is significant as it marks the initiation of legal action against the owner trustee, WTNA, concerning past securitization transactions, introducing potential legal risks.
• 2018-03-09: NCMSLT Action filed — This date refers to the filing of a lawsuit against U.S. Bank National Association, an affiliate of the Indenture Trustee, highlighting ongoing legal entanglements for related entities.
• 2022-04-13: Trust Agreement and Indenture dated — This date signifies the establishment of the Toyota Auto Receivables 2022-B Owner Trust and its core governing documents, including the Trust Agreement and Indenture, setting the framework for its operations.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by those assets. (Toyota Auto Receivables 2022-B Owner Trust is a securitization entity, central to the structure of the filing.)

Obligor

A party that owes an obligation, typically a debt, to another party. (The filing states no single obligor represents more than 10% of the asset pool, indicating diversification of the underlying auto loans.)

External Credit Enhancement

Third-party guarantees or support mechanisms designed to reduce the credit risk of the asset pool or the issued securities. (The trust reported no external credit enhancement, meaning the notes' credit quality relies solely on the underlying collateral and structural features.)

Derivative Instruments

Financial contracts whose value is derived from an underlying asset, index, or rate, often used for hedging or speculation. (The absence of derivative instruments suggests a simpler risk profile for the trust's financial structure.)

Indenture Trustee

A trustee appointed under an indenture to represent the interests of bondholders. (U.S. Bank Trust Co. serves as the Indenture Trustee, a critical role in overseeing the trust's assets and payments to noteholders.)

Owner Trustee

A trustee responsible for holding legal title to the trust assets and acting on behalf of the trust's beneficiaries. (Wilmington Trust, National Association (WTNA) is the owner trustee, a key fiduciary role within the trust structure.)

Servicing Criteria

A set of standards and procedures that a servicer must adhere to when managing the underlying assets of a securitization. (Reports from TMCC and U.S. Bank Trust Co. confirm compliance with these criteria, indicating proper management of the auto loan pool.)

Asset-Backed Securitization

A financial process where assets are pooled and used as collateral for the issuance of securities. (The litigation against WTNA relates to its role in past asset-backed securitization transactions, highlighting potential risks in this area.)

Year-Over-Year Comparison

This filing pertains to the Toyota Auto Receivables 2022-B Owner Trust, established in April 2022. As this is the first detailed 10-K filing for this specific trust, a direct comparison of key metrics like revenue growth, margin changes, or specific risk factors to a prior year's filing for this entity is not possible. However, the disclosure of litigation against related parties like U.S. Bank N.A. and WTNA represents new information that investors should consider.

Filing Documents

• form10k.htm (10-K) — 64KB
• 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
• 0000929638-26-001124.txt ( ) — 250KB

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-B 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-B 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 April 13, 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 April 13, 2022, which is incorporated herein by reference). 4.2 Indenture, dated as of April 13, 2022, among the Trust, U.S. Bank Trust Co., 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 April 13, 2022, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of April 13, 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 April 13, 2022, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of April 13, 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 April 13, 2022, which is incorporated herein by reference). 4.5

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.

View Full Filing

View this 10-K filing on SEC EDGAR