Toyota Auto Receivables Trust Faces Trustee Legal Headwinds

TL;DR

**Holders of Toyota Auto Receivables 2024-A Notes should monitor the legal woes of U.S. Bank N.A. and Wilmington Trust, N.A., as trustee stability is paramount for securitization performance.**

AI Summary

Toyota Auto Receivables 2024-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, sponsored by Toyota Motor Credit Corporation (TMCC), relies on external parties like U.S. Bank National Association (U.S. Bank N.A.) as indenture trustee and Wilmington Trust, National Association (WTNA) as owner trustee. Both U.S. Bank N.A. and WTNA are currently involved in significant legal proceedings unrelated to the Trust's direct performance, specifically U.S. Bank N.A. in RMBS and student loan lawsuits, and WTNA in a Tricolor Holdings, LLC asset-backed securitization dispute filed on February 3, 2026. Despite these external legal challenges, both TMCC and U.S. Bank N.A. reported no material instances of noncompliance with applicable servicing criteria for the 2025 reporting period, as confirmed by independent registered public accounting firms PricewaterhouseCoopers LLP and Ernst & Young LLP, respectively. The Trust's structure, as an asset-backed issuer, means its financial performance is directly tied to the underlying auto receivables, with no direct revenue or net income figures disclosed in this administrative filing.

Why It Matters

This 10-K filing for Toyota Auto Receivables 2024-A Owner Trust is crucial for investors in its asset-backed securities, as it highlights potential indirect risks stemming from legal challenges faced by key service providers, U.S. Bank N.A. and Wilmington Trust, N.A. While the Trust itself is not a party to these lawsuits, the financial stability and operational capacity of its indenture and owner trustees could impact the servicing and administration of the underlying auto receivables. This competitive context underscores the importance of due diligence on all parties in a securitization, not just the issuer, as broader market sentiment towards these financial institutions could affect the perceived risk of the Trust's Notes and Certificate. Employees of Toyota Motor Credit Corporation, as the sponsor and servicer, are not directly impacted by these trustee-level lawsuits.

Risk Assessment

Risk Level: medium — The risk level is medium due to significant legal proceedings disclosed by both U.S. Bank N.A., the indenture trustee, and Wilmington Trust, N.A., the owner trustee. U.S. Bank N.A. is defending against lawsuits related to residential mortgage-backed securities (RMBS) and student loan trusts, including the NCMSLT Action filed on March 9, 2018. Wilmington Trust, N.A. was served with a civil complaint on February 3, 2026, for alleged breaches of contract and duties related to Tricolor Holdings, LLC asset-backed securitization transactions, which, while not directly involving Toyota Auto Receivables 2024-A Owner Trust, could impact the trustees' operational focus and financial health.

Analyst Insight

Investors should conduct enhanced due diligence on the financial health and operational stability of U.S. Bank N.A. and Wilmington Trust, N.A., given their critical roles in the Toyota Auto Receivables 2024-A Owner Trust. While the Trust's servicing compliance is affirmed, the ongoing legal battles of its trustees introduce an indirect, yet material, risk to the securitization's long-term administration and investor confidence.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• 2025 — Fiscal Year End (The period covered by this 10-K filing for Toyota Auto Receivables 2024-A Owner Trust.)
• 2026-03-24 — Filing Date (Date the 10-K was filed with the SEC.)
• 0002002262 — Issuing Entity CIK (Central Index Key Number for Toyota Auto Receivables 2024-A Owner Trust.)
• 0001131131 — Depositor CIK (Central Index Key Number for Toyota Auto Finance Receivables LLC.)
• 0000834071 — Sponsor CIK (Central Index Key Number for Toyota Motor Credit Corporation.)
• 10% — Significant Obligor Threshold (No single obligor represents 10% or more of the asset pool.)
• 2018-03-09 — NCMSLT Action Filing Date (Date the lawsuit against U.S. Bank N.A. regarding student loan trusts was filed.)
• 2026-02-03 — WTNA Lawsuit Service Date (Date Wilmington Trust, N.A. was served with a civil complaint regarding Tricolor Holdings, LLC transactions.)

Key Players & Entities

• Toyota Auto Receivables 2024-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 National Association (company) — indenture trustee and servicing participant
• Wilmington Trust, National Association (company) — owner trustee
• Tellis Bethel (person) — Treasurer & Chief Financial Officer of Toyota Auto Finance Receivables LLC
• PricewaterhouseCoopers LLP (company) — independent registered public accounting firm for TMCC
• Ernst & Young LLP (company) — independent registered public accounting firm for U.S. Bank N.A.
• Clayton Fixed Income Services LLC (company) — asset representations reviewer
• Tricolor Holdings, LLC (company) — entity involved in asset-backed securitization transactions with WTNA

Forward-Looking Statements

• The asset-backed securities issued by Toyota Auto Receivables 2024-A Owner Trust will maintain their current credit ratings. (Toyota Auto Receivables 2024-A Owner Trust) — high confidence, target: 2027-03-24
• Toyota Motor Credit Corporation will continue to demonstrate strong compliance in future servicing reports. (Toyota Motor Credit Corporation) — high confidence, target: 2027-03-24

FAQ

Risk Factors

• Indenture Trustee and Owner Trustee Legal Proceedings [medium — legal]: U.S. Bank N.A., the indenture trustee, is involved in significant legal proceedings including RMBS and student loan lawsuits. Wilmington Trust, National Association (WTNA), the owner trustee, was served with a civil complaint on February 3, 2026, related to Tricolor Holdings, LLC asset-backed securitization disputes. While these are unrelated to the Trust's direct performance, they introduce potential operational and reputational risks for these critical third-party service providers.
• Reliance on Third-Party Servicers and Trustees [medium — operational]: The Trust's operations are heavily reliant on TMCC as the servicer and administrator, and U.S. Bank N.A. and WTNA as trustees. Any disruption or failure in their services, including those stemming from their external legal issues, could impact the Trust's ability to manage its assets and fulfill its obligations.
• Asset Performance Dependence [high — financial]: As an asset-backed issuer, the Trust's financial performance is entirely dependent on the quality and performance of the underlying auto receivables. Deterioration in the credit quality of these receivables or an increase in defaults would directly impact the Trust's cash flows and ability to meet its obligations.

Industry Context

The auto finance industry is characterized by intense competition among lenders and a growing reliance on securitization to fund loan portfolios. Trends include increasing adoption of digital loan origination and servicing, evolving consumer preferences towards mobility services, and heightened regulatory scrutiny on lending practices and data privacy. The market is sensitive to interest rate fluctuations and economic conditions affecting consumer creditworthiness.

Regulatory Implications

The Trust operates within a framework governed by securities laws and regulations, requiring adherence to disclosure requirements and corporate governance standards. The involvement of critical third parties like trustees in unrelated legal disputes introduces potential compliance and operational risks that could indirectly affect the Trust's stability and investor confidence.

What Investors Should Do

1. Monitor Legal Proceedings of Trustees
2. Assess Servicing Performance of TMCC
3. Review Underlying Asset Quality

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 when the financial and operational information for the fiscal year 2025 was officially submitted to the SEC.
• 2024-01-30: Trust Agreement and Indenture Effective Dates — These dates establish the foundational legal documents governing the Trust's structure and operations, including the roles of the owner trustee and indenture trustee.
• 2026-02-03: WTNA Lawsuit Service Date — Highlights a recent legal challenge involving the owner trustee, WTNA, which could potentially impact its operational capacity or reputation.
• 2018-03-09: U.S. Bank N.A. Student Loan Trust Lawsuit Filing Date — Indicates a past legal issue involving the indenture trustee, U.S. Bank N.A., underscoring ongoing litigation risks associated with this key party.

Glossary

Securitization Entity

A legal entity created to pool assets, such as auto loans, and issue securities backed by the cash flows from those assets. (Toyota Auto Receivables 2024-A Owner Trust is structured as a securitization entity.)

Asset-Backed Issuer

An entity that issues securities whose payments are derived from and collateralized by a specified pool of underlying assets. (This describes the fundamental nature of the Trust's operations and financial structure.)

Indenture Trustee

A financial institution appointed to act on behalf of bondholders in a debt issuance, ensuring the terms of the indenture are met. (U.S. Bank N.A. serves this critical role for the Trust.)

Owner Trustee

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

Servicer

The entity responsible for collecting payments from borrowers, managing delinquencies, and performing other administrative tasks related to the underlying assets. (Toyota Motor Credit Corporation (TMCC) is the servicer for the auto receivables.)

Servicing Criteria

A set of standards and procedures that a servicer must adhere to when managing securitized assets, often subject to independent review. (TMCC and U.S. Bank N.A. confirmed no material noncompliance with these criteria for the reporting period.)

Year-Over-Year Comparison

This filing pertains to the Toyota Auto Receivables 2024-A Owner Trust, which was established with agreements dated January 30, 2024. Therefore, a direct year-over-year comparison of key financial metrics like revenue, net income, or debt-to-equity ratios with a prior fiscal year filing is not applicable, as this represents the initial reporting period for this specific trust structure. The focus is on the foundational agreements and the confirmation of no material noncompliance with servicing criteria by key parties.

Filing Documents

• form10k.htm (10-K) — 63KB
• 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
• 0000929638-26-001132.txt ( ) — 249KB

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 2024-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 five paragraphs are disclosures received from U.S. Bank National Association ("U.S. Bank N.A."), which serves as the indenture trustee (the "Indenture Trustee") under the indenture for the Toyota Auto Receivables 2024-A Owner Trust transaction. 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 of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs' claims vigorously. However, U.S. Bank N.A. cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the "DSTs") that issued securities backed by student loans (the "Student Loans") filed a lawsuit in the Delaware Court of Chancery against U.S. Bank N.A. in its capacities as indenture trustee and successor special servi

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 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 U.S. Bank N.A. has identified any material instance of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to U.S. Bank 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 January 30, 2024, 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, 2024, which is incorporated herein by reference). 4.2 Indenture, dated as of January 30, 2024, between the Trust and U.S. Bank 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 January 30, 2024, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of January 30, 2024, 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, 2024, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of January 30, 2024, 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, 2024, which is incorporated herein by reference). 4.5

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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