Toyota Auto Receivables Trust Navigates Trustee Legal Headwinds

TL;DR

**Hold onto your auto ABS, because while Toyota's trust is compliant, its trustees are battling significant legal challenges that could ripple through the securitization market.**

AI Summary

Toyota Auto Receivables 2024-B Owner Trust's 2025 fiscal year 10-K filing, dated March 24, 2026, primarily details compliance with Regulation AB and legal proceedings involving its trustees, rather than traditional financial performance metrics like revenue or net income, as it is a securitization entity. The Trust reported no single obligor represented 10% or more of its asset pool, indicating a diversified risk profile for its auto receivables. Furthermore, no external credit enhancement or derivative instruments were provided by any entity or group of affiliated entities for the pool assets or the Notes and Certificate. Key business changes include the ongoing legal challenges faced by U.S. Bank National Association, the indenture trustee, related to residential mortgage-backed securities (RMBS) and student loan trusts, and a new lawsuit against Wilmington Trust, National Association, the owner trustee, concerning Tricolor Holdings, LLC asset-backed securitization transactions. Despite these legal challenges, both Toyota Motor Credit Corporation (TMCC) and U.S. Bank N.A. reported no material instances of noncompliance with applicable servicing criteria for the 2025 reporting period, as attested by independent registered public accounting firms. The strategic outlook remains focused on maintaining compliance and managing trustee-related legal risks.

Why It Matters

This 10-K is crucial for investors in Toyota Auto Receivables 2024-B Owner Trust as it highlights the operational health and potential legal exposures of its key service providers, U.S. Bank N.A. and Wilmington Trust, N.A. While the Trust itself isn't directly implicated in the lawsuits, the legal challenges faced by its indenture and owner trustees could impact their ability to fulfill their duties, potentially affecting the trust's administration and investor confidence. This competitive context is vital, as the stability of securitization trusts relies heavily on the reliability and legal standing of their fiduciaries. Employees of these trustee entities may also face increased scrutiny, and the broader market for asset-backed securities could see heightened due diligence on trustee selection.

Risk Assessment

Risk Level: medium — The risk level is medium due to the ongoing and new legal proceedings against U.S. Bank N.A. and Wilmington Trust, N.A., the indenture and owner trustees, respectively. U.S. Bank N.A. is involved in RMBS and student loan trust lawsuits, and Wilmington Trust, N.A. was served with a civil complaint on February 3, 2026, for alleged breaches related to Tricolor Holdings, LLC asset-backed securitization transactions. While the Trust itself is not a party, the legal entanglements of its fiduciaries introduce operational and reputational risks.

Analyst Insight

Investors should closely monitor the legal outcomes for U.S. Bank N.A. and Wilmington Trust, N.A., as adverse judgments could impact their capacity to serve as trustees for Toyota Auto Receivables 2024-B Owner Trust. Consider the potential for increased administrative costs or disruptions if a trustee needs to be replaced, and assess the broader implications for other asset-backed securities where these institutions serve as fiduciaries.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• December 31, 2025 — Fiscal Year End (The period covered by the 10-K filing.)
• March 24, 2026 — Filing Date (Date the 10-K was filed with the SEC.)
• 10% — Asset Pool Concentration Limit (No single obligor represents 10% or more of the asset pool, indicating diversification.)
• February 3, 2026 — Date of Lawsuit Service (Wilmington Trust, N.A. was served with a civil complaint on this date.)

Key Players & Entities

• Toyota Auto Receivables 2024-B Owner Trust (company) — issuing entity
• U.S. Bank National Association (company) — indenture trustee and servicing participant
• Wilmington Trust, National Association (company) — owner trustee
• Toyota Auto Finance Receivables LLC (company) — depositor and seller
• Toyota Motor Credit Corporation (company) — sponsor, servicer, and administrator
• Tellis Bethel (person) — Treasurer & Chief Financial Officer of Toyota Auto Finance Receivables LLC
• PricewaterhouseCoopers LLP (company) — registered public accounting firm for TMCC's servicing compliance
• Ernst & Young LLP (company) — registered public accounting firm for U.S. Bank N.A.'s servicing compliance
• Clayton Fixed Income Services LLC (company) — asset representations reviewer
• Tricolor Holdings, LLC (company) — entity related to asset-backed securitization transactions involved in WTNA lawsuit

Forward-Looking Statements

• The trust will continue to demonstrate strong compliance with servicing criteria in future filings. (Toyota Auto Receivables 2024-B 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 performance. (asset-backed securities) — medium confidence, target: 2026-12-31

FAQ

Risk Factors

• Trustee Legal Proceedings [medium — legal]: U.S. Bank National Association, the indenture trustee, is involved in ongoing legal challenges related to residential mortgage-backed securities and student loan trusts. Additionally, Wilmington Trust, National Association, the owner trustee, faces a new lawsuit concerning Tricolor Holdings, LLC asset-backed securitization transactions, with service of complaint on February 3, 2026. These proceedings could potentially impact the trust's operations or reputation.
• Compliance with Regulation AB [medium — regulatory]: The 10-K filing primarily details compliance with Regulation AB, which governs the disclosure requirements for asset-backed securities. While no material noncompliance was reported by TMCC or U.S. Bank N.A. for the 2025 reporting period, ongoing adherence to these regulations is critical for the trust's continued operation and investor confidence.

Industry Context

The auto finance industry relies heavily on securitization to provide liquidity and manage risk. Companies like Toyota Motor Credit Corporation (TMCC) originate auto loans and then securitize them through trusts to access capital markets. The performance of these trusts is closely tied to the credit quality of the underlying auto receivables and the efficiency of the servicing process.

Regulatory Implications

The trust's operations are governed by SEC regulations, particularly Regulation AB, which mandates specific disclosures for asset-backed securities. Compliance with these rules is paramount. Furthermore, legal actions involving trustees can create operational and reputational risks, potentially leading to increased scrutiny or requirements from regulators.

What Investors Should Do

1. Monitor Trustee Legal Proceedings
2. Review Servicing Compliance Reports
3. Assess Asset Pool 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 — Indicates when the financial and operational information for the fiscal year was officially submitted to the SEC.
• 2026-02-03: Wilmington Trust Lawsuit Service — The date Wilmington Trust, National Association, the owner trustee, was served with a civil complaint, highlighting a new legal risk for the trust.
• 2024-04-30: Trust Agreement and Indenture Dates — These dates establish the formation and operational framework of the Toyota Auto Receivables 2024-B Owner Trust and its key agreements.

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. (The Toyota Auto Receivables 2024-B Owner Trust is a securitization entity, meaning its financial reporting focuses on compliance and asset pool characteristics rather than traditional corporate performance.)

Regulation AB

SEC regulation that sets disclosure requirements for asset-backed securities, including information about the underlying assets, the structure of the securitization, and the parties involved. (The trust's 10-K filing heavily emphasizes compliance with Regulation AB, which is a key aspect of its reporting obligations.)

Indenture Trustee

A trustee appointed to represent the interests of bondholders in a debt issuance, responsible for enforcing the terms of the indenture agreement. (U.S. Bank National Association serves as the indenture trustee, and its involvement in legal proceedings is a significant risk factor for the trust.)

Owner Trustee

A trustee appointed to hold legal title to the assets transferred into a trust for securitization purposes and to act on behalf of the certificate holders. (Wilmington Trust, National Association, as the owner trustee, is currently facing a new lawsuit, which is a key legal risk for the trust.)

Asset Pool Concentration Limit

A limit on the percentage of the total asset pool that can be attributed to a single obligor, designed to mitigate concentration risk. (The trust reported no single obligor representing 10% or more of its asset pool, indicating a diversified risk profile.)

Year-Over-Year Comparison

As this is a securitization trust, traditional year-over-year financial performance metrics like revenue or net income are not applicable. The focus of this 10-K filing is on compliance with Regulation AB and the disclosure of legal proceedings involving the trustees. Key changes from previous periods would likely involve updates on the status of these legal matters and any new compliance attestations, rather than shifts in core financial performance.

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
• 0000929638-26-001133.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-B 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-B 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 April 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 April 30, 2024, which is incorporated herein by reference). 4.2 Indenture, dated as of April 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 April 30, 2024, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of April 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 April 30, 2024, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of April 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 April 30, 2024, which is incorporated herein by reference). 4.5 Administration

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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