Toyota Auto Receivables Trust Navigates Trustee Legal Woes

TL;DR

**This ABS trust is a compliance clean sheet, but watch its trustees closely as they're embroiled in significant, ongoing legal battles that could ripple through the securitization market.**

AI Summary

Toyota Auto Receivables 2022-D Owner Trust's 2025 fiscal year 10-K filing primarily details compliance with servicing criteria and legal proceedings involving its trustees, rather than traditional financial performance metrics like revenue or net income, as it is a securitization trust. The Trust reported no single obligor represents 10% or more of its asset pool, and no external credit enhancement or derivative instruments are provided. Key business changes include the strategic repositioning of U.S. Bank N.A.'s corporate trust business to its affiliate, U.S. Bank Trust Co. Risks are highlighted by ongoing legal actions against U.S. Bank N.A. concerning residential mortgage-backed securities (RMBS) and student loan trusts, and a new lawsuit against Wilmington Trust, National Association, regarding Tricolor Holdings, LLC asset-backed securitization transactions. Despite these legal challenges, both Toyota Motor Credit Corporation (TMCC) and U.S. Bank Trust Co. reported no material instances of noncompliance with applicable servicing criteria for the year ended December 31, 2025. The strategic outlook focuses on maintaining compliance and defending against legal claims impacting its service providers.

Why It Matters

This filing is crucial for investors in Toyota Auto Receivables 2022-D Owner Trust as it details the operational health and potential legal liabilities of its key service providers, U.S. Bank Trust Co. and Wilmington Trust, National Association. While the Trust itself isn't directly implicated in the lawsuits, the legal challenges faced by its indenture and owner trustees could impact the stability and perceived risk of the securitized assets. For employees of these trustee entities, the litigation signifies ongoing operational and reputational pressures. Customers of Toyota Auto Finance Receivables LLC are indirectly affected by the stability of the securitization structure that underpins their auto loans. In the broader market, these legal proceedings highlight systemic risks within the securitization industry, particularly concerning trustee oversight and compliance, potentially influencing future regulatory scrutiny and investor confidence in similar asset-backed securities.

Risk Assessment

Risk Level: medium — The risk level is medium due to significant ongoing legal proceedings against the Trust's key service providers, U.S. Bank N.A. and Wilmington Trust, National Association. U.S. Bank N.A. is defending against lawsuits related to RMBS trusts and the NCMSLT Action concerning student loan trusts, while Wilmington Trust, National Association, faces a new civil complaint regarding Tricolor Holdings, LLC asset-backed securitization transactions filed on February 3, 2026. Although the Trust itself is not a direct party, adverse outcomes for its trustees could impact the Trust's operations or perceived stability.

Analyst Insight

Investors should closely monitor the legal proceedings involving U.S. Bank N.A. and Wilmington Trust, National Association, as these could indirectly affect the Toyota Auto Receivables 2022-D Owner Trust. While the Trust's internal compliance is strong, potential financial or operational strain on its trustees could introduce unforeseen risks to the securitized assets. Consider the broader implications for the ABS market.

Financial Highlights

total Assets

0

total Debt

0

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.)
• 2025 — Fiscal year ended (The reporting period for which compliance assessments were conducted.)
• 2026-03-24 — Filing date (Date the 10-K report was filed with the SEC.)
• 2018-03-09 — Date of NCMSLT Action filing (Lawsuit against U.S. Bank N.A. regarding student loan trusts.)
• 2026-02-03 — Date of lawsuit against WTNA (Civil complaint served to Wilmington Trust, National Association, regarding Tricolor Holdings, LLC ABS.)

Key Players & Entities

• Toyota Auto Receivables 2022-D 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 lawsuits
• Wilmington Trust, National Association (company) — owner trustee, facing lawsuit regarding Tricolor Holdings, LLC ABS
• Tellis Bethel (person) — Treasurer & Chief Financial Officer of Toyota Auto Finance Receivables LLC
• Clayton Fixed Income Services LLC (company) — asset representations reviewer
• PricewaterhouseCoopers LLP (company) — independent registered public accounting firm for TMCC
• Ernst & Young LLP (company) — independent registered public accounting firm for U.S. Bank Trust Co.

Forward-Looking Statements

• The trust will continue to demonstrate compliance with servicing criteria in future filings. (Toyota Auto Receivables 2022-D Owner Trust) — high confidence, target: 2027-03-31
• Toyota Motor Credit Corporation will remain the servicer for the trust's assets. (Toyota Motor Credit Corporation) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Legal Proceedings Against Trustees [high — legal]: U.S. Bank N.A. faces ongoing legal actions related to residential mortgage-backed securities and student loan trusts, with a specific NCMSLT Action filing on March 9, 2018. Additionally, Wilmington Trust, National Association, is subject to a new lawsuit filed on February 3, 2026, concerning Tricolor Holdings, LLC asset-backed securitization transactions.
• Servicing Criteria Compliance [medium — operational]: Despite legal challenges impacting its service providers, both Toyota Motor Credit Corporation (TMCC) and U.S. Bank Trust Co. reported no material instances of noncompliance with applicable servicing criteria for the fiscal year ended December 31, 2025. This indicates operational resilience in core servicing functions.
• Strategic Repositioning of Corporate Trust Business [medium — operational]: A key business change involves the strategic repositioning of U.S. Bank N.A.'s corporate trust business to its affiliate, U.S. Bank Trust Co. This internal restructuring may have implications for operational continuity and service provider relationships.

Industry Context

The auto finance securitization market is a critical component of the automotive industry, providing liquidity for manufacturers and financing options for consumers. Trusts like Toyota Auto Receivables 2022-D are designed to pool auto loans, allowing for the issuance of securities backed by these receivables. The industry is sensitive to interest rate changes, economic conditions affecting consumer creditworthiness, and regulatory oversight.

Regulatory Implications

The filing highlights potential regulatory scrutiny through the mention of legal proceedings against trustees. While the Trust itself reports compliance with servicing criteria, the legal challenges faced by U.S. Bank N.A. and Wilmington Trust could indirectly impact the Trust's operations, governance, and the confidence of investors in the stability of its service providers.

What Investors Should Do

1. Monitor legal proceedings against U.S. Bank N.A. and Wilmington Trust.
2. Review the Trust's compliance with servicing criteria.
3. Assess the impact of the strategic repositioning of U.S. Bank N.A.'s corporate trust business.

Key Dates

• 2022-11-08: Amended and Restated Trust Agreement, Indenture, Sale and Servicing Agreement, Receivables Purchase Agreement, Administration Agreement, Securities Account Control Agreement, and Asset Representations Review Agreement executed. — Establishes the foundational legal and operational framework for the Toyota Auto Receivables 2022-D Owner Trust, including the roles of TAFR LLC, TMCC, Wilmington Trust, and U.S. Bank Trust Co.
• 2025-12-31: Fiscal year end for compliance assessment. — Marks the end of the reporting period for which servicing criteria compliance was evaluated.
• 2026-02-03: Lawsuit filed against Wilmington Trust, National Association. — Introduces a new legal risk for a key trustee, potentially impacting operational stability and increasing legal costs.
• 2026-03-24: 10-K filing date. — The date the report was submitted to the SEC, providing the latest overview of the Trust's status.

Glossary

Securitization Trust

A legal entity created to pool assets (like auto loans) and issue securities backed by the cash flows from those assets. (This is the fundamental structure of the Toyota Auto Receivables 2022-D Owner Trust, explaining why traditional financial performance metrics are not the primary focus of its filings.)

Servicing Criteria

A set of standards and guidelines that a servicer must adhere to when managing the assets within a securitization trust, including collection, payment processing, and record-keeping. (Compliance with these criteria is a key focus of the filing, indicating the operational health and adherence to contractual obligations by the servicer (TMCC) and trustees.)

Asset Pool

The collection of underlying assets (in this case, auto receivables) that are securitized and generate cash flows for the trust's security holders. (The diversification of the asset pool, with no single obligor representing more than 0%, is a positive indicator of reduced concentration risk.)

Indenture Trustee

A trustee appointed under an indenture to represent the interests of bondholders and ensure the issuer complies with the terms of the indenture agreement. (U.S. Bank Trust Co. serves as the Indenture Trustee, a critical role in overseeing the trust's operations and compliance.)

Owner Trustee

A trustee appointed to hold legal title to the assets transferred to the trust and to act on behalf of the trust's beneficiaries. (Wilmington Trust, National Association, acts as the owner trustee, a role that is currently subject to legal scrutiny.)

Year-Over-Year Comparison

This filing focuses on the fiscal year ended December 31, 2025, and does not provide direct comparative financial metrics like revenue or net income, as is typical for a securitization trust. The primary focus remains on compliance with servicing criteria and the legal proceedings involving its trustees. Key changes from previous periods would likely relate to the status of these legal matters and any updates to the servicing agreements or trustee relationships, rather than traditional financial performance growth.

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
• 0000929638-26-001126.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-D 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-D 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 November 8, 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 November 8, 2022, which is incorporated herein by reference). 4.2 Indenture, dated as of November 8, 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 November 8, 2022, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of November 8, 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 November 8, 2022, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of November 8, 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 November 8, 2022, which is incorporated herein by re

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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