Toyota ABS Trust Reports Clean Servicing, Trustee Faces External Suit

TL;DR

**Toyota's auto loan trust shows solid operational compliance, but keep an eye on the owner trustee's external legal woes.**

AI Summary

Toyota Auto Receivables 2025-C Owner Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no common equity outstanding and no market for its securities. The Trust, sponsored by Toyota Motor Credit Corporation (TMCC), confirmed that no single obligor represents 10% or more of its asset pool, and no external credit enhancement or derivative instruments are provided. Key servicing participants, TMCC and Citibank, N.A., each reported no material instances of noncompliance with applicable servicing criteria for the 2025 reporting period, as attested by PricewaterhouseCoopers LLP and KPMG LLP, respectively. A notable legal development involves Wilmington Trust, National Association (WTNA), the owner trustee, being served with a civil complaint on February 3, 2026, for unspecified damages related to alleged breaches of contract and duties in other asset-backed securitization transactions involving Tricolor Holdings, LLC. WTNA intends to vigorously defend itself, stating the resolution is not expected to be material to the Trust's security holders. The filing primarily details compliance and structural information typical for an asset-backed securitization.

Why It Matters

This 10-K provides crucial transparency for investors in Toyota Auto Receivables 2025-C Owner Trust's notes and certificates, confirming the robust compliance of key servicers, TMCC and Citibank, N.A., with Regulation AB criteria. The absence of material noncompliance in servicing functions, as independently audited, reinforces confidence in the operational integrity of the securitized auto loan portfolio. However, the legal action against Wilmington Trust, National Association, while not directly impacting the Trust's assets, introduces a potential reputational risk for a critical counterparty, which could indirectly affect investor sentiment in the broader asset-backed securities market, especially for trusts where WTNA serves in similar capacities. This competitive context highlights the importance of trustee diligence across the ABS landscape.

Risk Assessment

Risk Level: medium — The risk level is medium due to the legal proceedings against Wilmington Trust, National Association (WTNA), the owner trustee, for alleged breaches of contract and duties in other securitization transactions. While WTNA states the resolution is not expected to be material to the Toyota Auto Receivables 2025-C Owner Trust's security holders, the unspecified amount of damages and the nature of the allegations (waterfall payments, servicing transition costs, post-event of default duties) introduce uncertainty and potential indirect reputational or operational risks for the Trust, even if the direct financial impact is deemed immaterial.

Analyst Insight

Investors should monitor the legal proceedings against Wilmington Trust, National Association, for any developments that could signal broader systemic issues or impact the trustee's ability to perform its duties effectively, despite the current assessment of immateriality. Given the clean servicing reports from TMCC and Citibank, N.A., the underlying asset performance appears stable, but due diligence on counterparty risk remains paramount.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

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 — Material instances of noncompliance by TMCC (Toyota Motor Credit Corporation reported no material noncompliance with servicing criteria for 2025.)
• 0 — Material instances of noncompliance by Citibank, N.A. (Citibank, N.A. reported no material noncompliance with servicing criteria for 2025.)
• 2025-12-31 — Fiscal year end date (The reporting period for the 10-K.)
• 2026-02-03 — Date of legal complaint against WTNA (Wilmington Trust, National Association was served with a civil complaint on this date.)

Key Players & Entities

• Toyota Auto Receivables 2025-C Owner Trust (company) — issuing entity
• Toyota Auto Finance Receivables LLC (company) — depositor and registrant
• Toyota Motor Credit Corporation (company) — sponsor and servicer
• Wilmington Trust, National Association (company) — owner trustee facing legal complaint
• Citibank, N.A. (company) — indenture trustee and servicing participant
• PricewaterhouseCoopers LLP (company) — registered public accounting firm for TMCC's compliance
• KPMG LLP (company) — registered public accounting firm for Citibank, N.A.'s compliance
• Tricolor Holdings, LLC (company) — entity related to external legal complaint against WTNA
• 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 trust will continue to demonstrate strong compliance in future filings. (Toyota Auto Receivables 2025-C Owner Trust) — high confidence, target: 2027-03-31
• The asset-backed securities issued by this trust will maintain their current credit ratings due to consistent servicing compliance. (Toyota Auto Receivables 2025-C Owner Trust) — medium confidence, target: 2026-12-31

FAQ

Risk Factors

• Legal Action Against Owner Trustee [low — legal]: Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint on February 3, 2026, for unspecified damages. The complaint alleges breaches of contract and duties in other asset-backed securitization transactions involving Tricolor Holdings, LLC. WTNA intends to defend itself, and the resolution is not expected to be material to the Trust's security holders.

Industry Context

The auto finance industry relies heavily on securitization to provide liquidity and fund new loan originations. Companies like Toyota Motor Credit Corporation leverage trusts to package auto loan receivables into securities for investors. The market is sensitive to credit quality of underlying loans, interest rate movements, and regulatory oversight.

Regulatory Implications

The filing highlights compliance with servicing criteria by key parties, indicating adherence to operational standards. The legal action against the owner trustee, while deemed not material, underscores potential legal and reputational risks inherent in complex financial structures.

What Investors Should Do

1. Monitor the legal proceedings involving Wilmington Trust, National Association (WTNA).
2. Review the asset pool's performance and diversification.
3. Confirm ongoing compliance by TMCC and Citibank, N.A. with servicing criteria.

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2026-02-03: Civil Complaint Served on WTNA — A legal action was initiated against the owner trustee, Wilmington Trust, National Association, which could potentially impact trust operations or require legal defense resources, though management expects no material impact.
• 2026-03-24: SOX Certification — Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 were dated, indicating management's attestation to the accuracy of the financial reporting.
• 2025-07-30: Amended and Restated Trust Agreement and Indenture — Key trust and indenture agreements were established or amended, forming the structural basis for the securitization.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (Toyota Auto Receivables 2025-C Owner Trust is a securitization entity, meaning its primary function is to hold auto receivables and facilitate the issuance of securities.)

Owner Trustee

A trustee appointed to hold legal title to the assets in a securitization trust for the benefit of the security holders. (Wilmington Trust, National Association serves as the owner trustee for this Trust.)

Servicer

The entity responsible for collecting payments from the underlying assets (e.g., auto loans) and managing the asset pool. (Toyota Motor Credit Corporation (TMCC) acts as the servicer for the auto receivables in this Trust.)

Indenture Trustee

A trustee responsible for administering the terms of the indenture, which governs the issuance of debt securities. (Citibank, N.A. serves as the Indenture Trustee and securities intermediary for the Trust.)

Asset Pool

The collection of underlying assets (in this case, auto receivables) that generate cash flows to support the issued securities. (The diversification of the asset pool is a key characteristic, with no single obligor representing more than 10%.)

Servicing Criteria

A set of standards and requirements that a servicer must adhere to when managing the asset pool and collecting payments. (TMCC and Citibank, N.A. reported no material noncompliance with these criteria for the 2025 period.)

Year-Over-Year Comparison

This filing represents the initial 10-K for the Toyota Auto Receivables 2025-C Owner Trust, established on July 30, 2025. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable. The focus is on the establishment of the trust structure, the roles of key participants, and initial compliance attestations.

Filing Documents

• form10k.htm (10-K) — 58KB
• exhibit31-1.htm (EX-31.1) — 8KB
• exhibit33-1.htm (EX-33.1) — 84KB
• exhibit33-2.htm (EX-33.2) — 15KB
• exhibit34-1.htm (EX-34.1) — 8KB
• exhibit34-2.htm (EX-34.2) — 8KB
• exhibit35-1.htm (EX-35.1) — 3KB
• logo_kpmg.jpg (GRAPHIC) — 6KB
• logo_pwc.jpg (GRAPHIC) — 4KB
• 0000929638-26-001127.txt ( ) — 199KB

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 2025-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 paragraph is disclosure received from Wilmington Trust, National Association ("WTNA"), which serves as the owner trustee under the amended and restated trust agreement for Toyota Auto Receivables 2025-C Owner Trust. On February 3, 2026, certain investors served WTNA with a civil complaint, filed in the Supreme Court of the State of New York, County of New York, for an unspecified amount of damages arising from alleged breaches of contract and duties related to WTNA's roles as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. The plaintiffs generally assert causes of action related to WTNA's purported failure to comply with certain provisions related to waterfall payments, servicing transition costs and post-event of default duties and related to WTNA's purported failure to perform certain actions as custodian with respect to the related receivables. WTNA intends to vigorously defend itself against this legal action. WTNA does not believe that the ultimate resolution of this proceeding, or any other proceedings, would be material to the security holders. PART II The following Items have been omitted in accordance with General Instruction J to Form 10-K: Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Item 7.

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 Citibank, N.A. (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 Citibank, N.A. has identified any material instance of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to Citibank, N.A.

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 July 30, 2025, 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 July 30, 2025, which is incorporated herein by reference). 4.2 Indenture, dated as of July 30, 2025, between the Trust and Citibank, N.A., as indenture trustee (the "Indenture Trustee") and as securities intermediary (included in Exhibit 4.2 to the Trust's Form 8-K, as filed with the Commission on July 30, 2025, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of July 30, 2025, 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 July 30, 2025, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of July 30, 2025, 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 July 30, 2025, which is incorporated herein by reference). 4.5 Administration Agreemen

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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View this 10-K filing on SEC EDGAR