Toyota Auto Receivables Trust Navigates Trustee Legal Woes

TL;DR

**Holders of Toyota Auto Receivables 2022-C should monitor the legal battles of U.S. Bank and Wilmington Trust closely, as trustee litigation could indirectly impact their investment's perceived stability.**

AI Summary

Toyota Auto Receivables 2022-C Owner Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no material changes in its core business of holding auto receivables. The Trust reported no single obligor represents 10% or more of its asset pool, maintaining a diversified risk profile. Key operational aspects, such as credit enhancement and derivative instruments, remain absent, as no external entities provide such support for the pool assets or the Notes/Certificate. The filing highlighted ongoing legal proceedings involving its indenture trustee, U.S. Bank Trust Company, National Association, and its affiliate U.S. Bank National Association, primarily related to residential mortgage-backed securities (RMBS) and student loan trusts, though U.S. Bank N.A. denies liability. Additionally, Wilmington Trust, National Association, the owner trustee, was served with a civil complaint on February 3, 2026, for alleged breaches of contract concerning Tricolor Holdings, LLC asset-backed securitization transactions, which WTNA intends to vigorously defend. Despite these legal challenges to its trustees, 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, ensuring operational integrity.

Why It Matters

This 10-K provides crucial transparency for investors in Toyota Auto Receivables 2022-C Owner Trust, particularly regarding the legal entanglements of its key service providers, U.S. Bank and Wilmington Trust. While the Trust itself is not directly implicated, the ongoing lawsuits against its indenture and owner trustees could introduce reputational risk or operational disruptions, potentially impacting the stability and performance of the auto loan-backed securities. For employees of these financial institutions, the litigation underscores the heightened scrutiny in the securitization market. Competitively, these legal challenges highlight the systemic risks within the broader financial services industry, especially for firms involved in complex securitization structures, potentially influencing market confidence and pricing for similar asset-backed products.

Risk Assessment

Risk Level: medium — The risk level is medium due to significant legal proceedings involving both the indenture trustee, U.S. Bank Trust Company, National Association, and the owner trustee, Wilmington Trust, National Association. U.S. Bank N.A. is defending against multiple lawsuits concerning RMBS and student loan trusts, including the NCMSLT Action filed on March 9, 2018, alleging failures as trustee. Wilmington Trust, N.A. was served with a civil complaint on February 3, 2026, for alleged breaches related to Tricolor Holdings, LLC securitization transactions, creating potential indirect operational and reputational risks for the Trust.

Analyst Insight

Investors should conduct due diligence on the legal proceedings involving U.S. Bank and Wilmington Trust, assessing potential indirect impacts on the Toyota Auto Receivables 2022-C Owner Trust. While the Trust itself is not a direct party, any adverse outcomes for its trustees could affect market perception or operational continuity, warranting a review of their exposure to this asset-backed security.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Disclosed

Key Numbers

• December 31, 2025 — Fiscal Year End (Reporting period for the 10-K filing)
• 0001933877 — CIK Number (Central Index Key for Toyota Auto Receivables 2022-C Owner Trust)
• 0001131131 — CIK Number (Central Index Key for Toyota Auto Finance Receivables LLC)
• 0000834071 — CIK Number (Central Index Key for Toyota Motor Credit Corporation)
• 10% — Asset Pool Concentration Limit (No single obligor represents 10% or more of the asset pool)
• March 9, 2018 — Date of Lawsuit Filing (Date NCMSLT Action was filed against U.S. Bank N.A.)
• February 3, 2026 — Date of Lawsuit Service (Date Wilmington Trust, N.A. was served with a civil complaint)
• August 16, 2022 — Agreement Date (Date of Amended and Restated Trust Agreement and Indenture)
• March 24, 2026 — Filing Date (Date of the 10-K filing and TMCC's compliance report)
• February 26, 2026 — Report Date (Date of U.S. Bank Trust Co.'s compliance report)

Key Players & Entities

• Toyota Auto Receivables 2022-C 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
• The National Collegiate Student Loan Master Trust I (company) — plaintiff in lawsuit against U.S. Bank N.A.
• Tricolor Holdings, LLC (company) — subject of securitization transactions related to WTNA lawsuit
• Tellis Bethel (person) — Treasurer & Chief Financial Officer of Toyota Auto Finance Receivables LLC
• Clayton Fixed Income Services LLC (company) — asset representations reviewer

Forward-Looking Statements

• The asset-backed securities issued by Toyota Auto Receivables 2022-C Owner Trust will maintain their current credit ratings. (Toyota Auto Receivables 2022-C Owner Trust) — high confidence, target: 2027-03-24
• Toyota Motor Credit Corporation will continue as the servicer for the trust's assets. (Toyota Motor Credit Corporation) — high confidence, target: 2027-03-24

FAQ

Risk Factors

• Litigation Involving Trustees [medium — legal]: The Trust's owner trustee, Wilmington Trust, National Association, was served with a civil complaint on February 3, 2026, alleging breaches of contract related to other securitization transactions. Separately, the indenture trustee, U.S. Bank Trust Company, National Association, and its affiliate U.S. Bank National Association, are involved in ongoing legal proceedings primarily concerning RMBS and student loan trusts, though U.S. Bank N.A. denies liability.
• Servicing Compliance [low — operational]: Despite legal challenges involving its trustees, 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 continued operational integrity in the handling of the asset pool.

Industry Context

The auto finance industry is characterized by intense competition, driven by manufacturer captive finance arms like Toyota Motor Credit Corporation (TMCC). Securitization remains a critical funding mechanism for these entities, allowing them to originate more loans by selling existing ones into trusts. Trends include evolving consumer preferences, technological advancements in vehicles, and fluctuating interest rates impacting loan demand and servicing costs.

Regulatory Implications

The Trust operates within the regulatory framework governing securitization and financial reporting, including Sarbanes-Oxley requirements. Legal actions involving trustees, even if related to other trusts, can introduce operational risks and scrutiny. Compliance with servicing criteria is a key regulatory focus to ensure the integrity of the asset pool and investor protection.

What Investors Should Do

1. Monitor legal proceedings involving trustees
2. Review TMCC's servicing reports
3. Assess asset pool diversification

Key Dates

• 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 report was officially filed, providing updated information on the Trust's operations and legal matters.
• 2026-02-03: Wilmington Trust Served Civil Complaint — Indicates a new legal challenge impacting the owner trustee, potentially affecting Trust administration.
• 2026-02-26: U.S. Bank Trust Co. Compliance Report Date — Date of the report confirming no material noncompliance with servicing criteria by the indenture trustee.
• 2022-08-16: Amended and Restated Trust Agreement and Indenture Date — Establishes the governing documents for the Trust and its securitization structure.
• 2018-03-09: NCMSLT Action Filed Against U.S. Bank N.A. — Represents ongoing litigation involving an affiliate of the indenture trustee, highlighting potential reputational or indirect operational risks.

Glossary

Securitization Entity

A legal entity created to pool assets (like auto loans) and issue securities backed by those assets. (Toyota Auto Receivables 2022-C Owner Trust is structured as a securitization entity.)

Asset Pool

The collection of financial assets, in this case, auto receivables, that are held by the Trust and back the issued securities. (The composition and concentration of the asset pool are key to the Trust's risk profile.)

Obligor

The party who owes an obligation, typically the borrower in a loan agreement. (The filing confirms no single obligor represents more than 10% of the asset pool, indicating diversification.)

Credit Enhancement

Mechanisms designed to reduce the credit risk of a securitized pool of assets, protecting investors. (The Trust's structure indicates no external credit enhancement is utilized.)

Derivative Instruments

Financial contracts whose value is derived from an underlying asset, index, or rate, often used for hedging or speculation. (The Trust does not employ derivative instruments.)

Indenture Trustee

A trustee appointed under an indenture (a legal contract) to represent the interests of bondholders. (U.S. Bank Trust Company, National Association serves as the Indenture Trustee for this Trust.)

Owner Trustee

A trustee who holds legal title to the assets transferred to a trust for the benefit of the certificate holders. (Wilmington Trust, National Association serves as the Owner Trustee.)

Servicing Criteria

Standards and procedures related to the administration and management of the underlying assets in a securitization. (Compliance with servicing criteria by TMCC and U.S. Bank Trust Co. is reported as material.)

Year-Over-Year Comparison

This filing for the fiscal year ended December 31, 2025, does not provide direct comparative financial metrics against the prior year within the provided text. However, it highlights the continued absence of material changes in the Trust's core business and the absence of credit enhancement or derivative instruments. The key focus areas remain the ongoing legal proceedings involving its trustees and the confirmation of compliance with servicing criteria.

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
• 0000929638-26-001125.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-C 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-C 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 August 16, 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 August 16, 2022, which is incorporated herein by reference). 4.2 Indenture, dated as of August 16, 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 August 16, 2022, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of August 16, 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 August 16, 2022, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of August 16, 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 August 16, 2022, which is incorporated herein by reference)

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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