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

TL;DR

**Toyota's auto loan trust is solid, but its trustees are battling significant legal headwinds in other securitization markets, a red flag for broader ABS stability.**

AI Summary

Toyota Auto Receivables 2023-A Owner Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no common equity outstanding and no single obligor representing 10% or more of its asset pool. The Trust 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, and their respective independent registered public accounting firms, PricewaterhouseCoopers LLP and Ernst & Young LLP, provided attestation reports, all identifying no material instances of noncompliance. However, U.S. Bank N.A., an affiliate of the indenture trustee, is involved in ongoing litigation concerning residential mortgage-backed securities (RMBS) and student loan-backed securities (NCMSLT Action), denying liability in both cases. Additionally, Wilmington Trust, National Association (WTNA), the owner trustee, was 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 for investors in Toyota Auto Receivables 2023-A Owner Trust, confirming the robust compliance of key servicers like Toyota Motor Credit Corporation. While the core auto loan securitization appears stable, the ongoing legal challenges faced by U.S. Bank N.A. and Wilmington Trust, National Association, acting as trustees in other securitization deals, highlight systemic risks within the broader structured finance market. These lawsuits, particularly those concerning RMBS and student loans, could set precedents or impact the operational capacity and reputation of these critical financial intermediaries, potentially affecting future securitization structures and investor confidence across the asset-backed securities landscape, including auto ABS.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant ongoing legal proceedings involving U.S. Bank N.A. and Wilmington Trust, National Association, both critical parties to the Toyota Auto Receivables 2023-A Owner Trust. U.S. Bank N.A. is defending against lawsuits alleging failures as trustee for RMBS trusts and student loan-backed securities (NCMSLT Action), while WTNA faces a civil complaint from February 3, 2026, regarding alleged breaches in Tricolor Holdings, LLC ABS transactions. Although these do not directly involve the Toyota Trust's assets, they expose the trustees to reputational damage and potential financial strain, which could indirectly impact their ability to fulfill obligations to the Trust.

Analyst Insight

Investors should monitor the legal proceedings involving U.S. Bank N.A. and Wilmington Trust, National Association, for any developments that could impact their financial stability or operational capacity. While the Toyota Auto Receivables 2023-A Owner Trust itself shows strong servicing compliance, the broader risks associated with its key fiduciaries warrant careful consideration and due diligence on trustee performance across all securitization holdings.

Key Numbers

• 10% — maximum percentage of asset pool represented by a single obligor (No single obligor represents 10% or more of the asset pool, indicating diversification.)
• 2025 — fiscal year ended (The report covers the fiscal year ended December 31, 2025.)
• 2026-03-24 — filing date (The 10-K was filed on March 24, 2026.)
• 2018-03-09 — date of NCMSLT Action filing (Lawsuit against U.S. Bank N.A. regarding student loans was filed on March 9, 2018.)
• 2026-02-03 — date WTNA served with complaint (Wilmington Trust, National Association was served with a civil complaint on February 3, 2026.)

Key Players & Entities

• Toyota Auto Receivables 2023-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) — affiliate of indenture trustee, involved in RMBS and student loan litigation
• Wilmington Trust, National Association (company) — owner trustee, facing Tricolor Holdings, LLC ABS litigation
• PricewaterhouseCoopers LLP (company) — auditor for TMCC's servicing compliance
• Ernst & Young LLP (company) — auditor for U.S. Bank Trust Co.'s servicing compliance
• 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 with servicing criteria. (Toyota Auto Receivables 2023-A Owner Trust) — high confidence, target: 2027-03-31
• The asset-backed securities issued by this trust will maintain their current credit ratings. (asset-backed securities) — medium confidence, target: 2026-12-31

FAQ

Risk Factors

• Litigation Involving Affiliated Trustee [medium — legal]: U.S. Bank N.A., an affiliate of the indenture trustee, is involved in ongoing litigation concerning residential mortgage-backed securities (RMBS) and student loan-backed securities (NCMSLT Action). The NCMSLT Action was filed on March 9, 2018. U.S. Bank N.A. denies liability in both cases. This litigation could potentially impact the reputation or operational stability of entities involved in the securitization process.
• Owner Trustee Served with Civil Complaint [medium — 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. WTNA intends to vigorously defend itself. While the specific impact is unclear, such legal actions against key fiduciaries can introduce uncertainty.
• Servicing Compliance Attestation [low — operational]: Reports from Toyota Motor Credit Corporation (TMCC) and U.S. Bank Trust Co. on their assessment of compliance with servicing criteria, along with attestation reports from their independent registered public accounting firms (PricewaterhouseCoopers LLP and Ernst & Young LLP), identified no material instances of noncompliance. This indicates a generally stable operational framework for servicing the asset pool.

Industry Context

The auto finance industry is characterized by intense competition among lenders, including captive finance companies like Toyota Motor Credit Corporation (TMCC), banks, and independent finance companies. Key trends include evolving consumer preferences towards SUVs and trucks, increasing adoption of electric vehicles (EVs) which may have different financing needs, and the ongoing impact of interest rate fluctuations on loan demand and profitability. Regulatory scrutiny remains a constant factor, particularly concerning lending practices and data privacy.

Regulatory Implications

While the Trust itself is a passive entity, the ongoing litigation involving U.S. Bank N.A. and WTNA highlights potential reputational and operational risks that could indirectly affect investor confidence in securitization markets. Compliance with servicing criteria, as attested by TMCC and U.S. Bank Trust Co., is crucial for maintaining the integrity of the securitization structure and avoiding potential regulatory action or investor disputes.

What Investors Should Do

1. Monitor litigation involving U.S. Bank N.A. and Wilmington Trust, National Association.
2. Review the absence of external credit enhancement and derivative instruments.
3. Assess the diversification of the asset pool.

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 — Indicates the timeliness of the company's financial reporting.
• 2026-02-03: WTNA served with civil complaint — A recent legal development concerning the owner trustee, potentially introducing future risk or disclosure requirements.
• 2018-03-09: NCMSLT Action filing date — An ongoing legal matter involving an affiliate of the indenture trustee, which has been active for several years.
• 2023-01-30: Amended and Restated Trust Agreement, Indenture, Sale and Servicing Agreement, etc. — Key transaction documents establishing the Trust and its operational framework were finalized on this date.

Glossary

Securitization Entity

A legal entity created to pool assets (like auto loans) and issue securities backed by the cash flows from those assets. (Toyota Auto Receivables 2023-A Owner Trust is a securitization entity, central to the structure of this filing.)

Obligor

An individual or entity that owes a debt or obligation, in this context, the borrower of an auto loan. (The diversification of obligors is a key factor in assessing the credit quality of the asset pool.)

External Credit Enhancement

Third-party guarantees or support mechanisms designed to protect investors from losses in a securitization. (The absence of external credit enhancement means the notes are solely supported by the underlying auto receivables.)

Derivative Instruments

Financial contracts whose value is derived from an underlying asset, index, or rate, often used for hedging or speculation. (The lack of derivative instruments simplifies the risk profile of the Trust.)

Indenture Trustee

A financial institution appointed to act on behalf of the bondholders, ensuring the terms of the indenture (bond agreement) are met. (U.S. Bank Trust Co. serves as the Indenture Trustee, a critical role in the Trust's governance.)

Owner Trustee

A trustee appointed to hold legal title to the assets transferred to the trust for the benefit of the noteholders. (Wilmington Trust, National Association is the Owner Trustee, responsible for overseeing the Trust's assets.)

Servicer

The entity responsible for collecting payments from borrowers, managing the loan portfolio, and remitting payments to the Trust. (Toyota Motor Credit Corporation (TMCC) is the servicer, directly managing the auto receivables.)

Asset Representations Reviewer

An independent third party that reviews the underlying assets of a securitization to ensure they meet the representations and warranties made in the transaction documents. (Clayton Fixed Income Services LLC is the Asset Representations Reviewer, providing an independent check on asset quality.)

Year-Over-Year Comparison

This analysis is based on the 2023-A Trust's 10-K for the fiscal year ended December 31, 2025. As this is a specific securitization trust, direct year-over-year financial comparisons of revenue or margins are not applicable in the same way as for an operating company. The key focus remains on the performance of the underlying auto receivables, the effectiveness of the servicer (TMCC), and any changes in the legal or operational landscape, such as the recent complaint served on WTNA.

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
• 0000929638-26-001128.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 2023-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 2023-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 30, 2023, 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 30, 2023, which is incorporated herein by reference). 4.2 Indenture, dated as of January 30, 2023, 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 January 30, 2023, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of January 30, 2023, 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 30, 2023, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of January 30, 2023, 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 30, 2023, 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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