Toyota Auto Trust Faces Trustee Legal Battle; Servicing Compliance Strong

TL;DR

**Toyota's auto loan trust shows solid asset performance and servicing, but a lawsuit against its trustee, Wilmington Trust, casts a shadow on fiduciary reliability.**

AI Summary

The Toyota Auto Receivables 2023-D Owner Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, on March 24, 2026. As a pass-through entity, it does not report traditional revenue or net income. The filing confirms that no single obligor represents 10% or more of the asset pool, indicating a diversified portfolio of auto receivables. Key business changes include the continued servicing of pool assets by Toyota Motor Credit Corporation (TMCC) and Citibank, N.A., both of whom reported no material instances of noncompliance with servicing criteria for the 2025 Reporting Period. A significant risk emerged on February 3, 2026, when Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint in New York 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 strategic outlook remains focused on the efficient administration of the auto receivables, with robust compliance reporting from its servicing participants.

Why It Matters

This 10-K provides crucial transparency for investors in the Toyota Auto Receivables 2023-D Owner Trust, confirming the health of the underlying auto loan portfolio with no single obligor concentration exceeding 10%. The legal action against Wilmington Trust, National Association, while not directly against the Trust, introduces a potential reputational and operational risk for a key fiduciary, which could indirectly impact investor confidence in the broader asset-backed securities market. For employees of TMCC and Citibank, N.A., the clean compliance reports underscore operational excellence in servicing. In a competitive auto finance landscape, the continued robust performance and compliance of Toyota's securitization vehicles are vital for maintaining its market position and investor appeal.

Risk Assessment

Risk Level: medium — The risk level is medium due to the legal proceedings initiated against Wilmington Trust, National Association (WTNA) on February 3, 2026, for alleged breaches of contract and duties in other securitization transactions. While WTNA believes the resolution will not be material to the Trust's security holders, the unspecified amount of damages and the nature of the allegations (failure to comply with waterfall payments and post-event of default duties) introduce uncertainty and potential reputational risk for a critical service provider to the Toyota Auto Receivables 2023-D Owner Trust.

Analyst Insight

Investors should monitor the legal proceedings against Wilmington Trust, National Association closely, as any adverse outcome could impact the perceived reliability of trustees in the ABS market. While the Trust's underlying assets and servicing appear sound, this external legal challenge warrants vigilance regarding the broader operational integrity of securitization structures.

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

• 10% — Maximum percentage of asset pool represented by a single obligor (No single obligor represents 10% or more, indicating diversification.)
• 2025 — Fiscal year ended (The reporting period for this 10-K filing.)
• 2026-03-24 — Filing date of 10-K (Date the annual report was submitted to the SEC.)
• 2026-02-03 — Date civil complaint served on WTNA (Marks the beginning of legal proceedings against the owner trustee.)

Key Players & Entities

• Toyota Auto Receivables 2023-D Owner Trust (company) — issuing entity
• Wilmington Trust, National Association (company) — owner trustee facing civil complaint
• Toyota Auto Finance Receivables LLC (company) — depositor and registrant
• Toyota Motor Credit Corporation (company) — sponsor and servicer
• Citibank, N.A. (company) — servicing participant and indenture trustee
• Tricolor Holdings, LLC (company) — entity related to the lawsuit against WTNA
• 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
• KPMG LLP (company) — independent registered public accounting firm for Citibank, N.A.

Forward-Looking Statements

• The Toyota Auto Receivables 2023-D Owner Trust will continue to demonstrate strong compliance in future filings. (Toyota Auto Receivables 2023-D Owner Trust) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Civil Complaint Against Owner Trustee [medium — legal]: On February 3, 2026, Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint in New York. The complaint alleges unspecified damages related to 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 is characterized by a strong reliance on securitization to fund loan portfolios. Key players like Toyota Motor Credit Corporation (TMCC) leverage these structures to manage liquidity and capital. The industry is sensitive to interest rate changes, economic conditions affecting consumer creditworthiness, and regulatory oversight.

Regulatory Implications

The Trust operates within a regulated financial environment. While this filing focuses on operational aspects, any changes in securitization regulations or accounting standards could impact the Trust's reporting and compliance requirements. The legal action against WTNA highlights potential operational risks stemming from contractual obligations in related transactions.

What Investors Should Do

1. Monitor legal proceedings involving WTNA
2. Review servicing compliance reports
3. Assess portfolio 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 annual report was submitted to the SEC, providing updated information on the Trust's operations and financial condition.
• 2026-02-03: Civil Complaint Served on WTNA — Initiation of legal proceedings against the owner trustee, introducing a potential legal risk for the Trust, although management deems it not material.
• 2023-11-14: Amended and Restated Trust Agreement — Establishes the governing framework for the Trust and its relationship with the owner trustee, effective as of this date.
• 2023-11-14: Indenture and Sale and Servicing Agreements — Key agreements governing the securitization structure, including the roles of the indenture trustee, servicer (TMCC), and issuer (Trust), effective as of this date.

Glossary

Owner Trustee

A trustee appointed to hold legal title to the assets in a trust for the benefit of the certificate holders. In this case, Wilmington Trust, National Association (WTNA). (WTNA is a key party in the Trust's structure and is currently involved in litigation that could impact the Trust.)

Pass-through entity

An entity that does not pay income tax itself but passes its income, losses, deductions, and credits through to its investors. (Explains why the Trust does not report traditional revenue or net income on its own behalf.)

Securitization

The process of pooling various types of contractual debt, such as mortgages, auto loans, or credit card debt, and selling these pools to third-party investors as securities. (This is the fundamental structure of the Toyota Auto Receivables 2023-D Owner Trust.)

Servicer

The entity responsible for collecting payments from obligors, managing the receivables, and remitting payments to the Trust. Here, TMCC is the servicer. (The servicer's performance is critical to the Trust's operations and the performance of the asset pool.)

Asset Pool

The collection of auto receivables (loans) that have been securitized and form the basis of the Trust's assets. (The diversification and quality of the asset pool are key to the Trust's performance and risk profile.)

Year-Over-Year Comparison

As this is the first 10-K filing for the Toyota Auto Receivables 2023-D Owner Trust, a direct comparison to a prior year's filing is not applicable. The report establishes the Trust's operational framework, key parties, and initial risk factors, including a newly disclosed legal matter concerning the owner trustee, WTNA, which emerged in early 2026.

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
• 0000929638-26-001131.txt ( ) — 198KB

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-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 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 2023-D 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 November 14, 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 November 14, 2023, which is incorporated herein by reference). 4.2 Indenture, dated as of November 14, 2023, 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 November 14, 2023, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of November 14, 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 November 14, 2023, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of November 14, 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 November 14, 2023, 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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View this 10-K filing on SEC EDGAR