Toyota Auto Receivables Trust Discloses Trustee Lawsuit, Servicing Compliance

TL;DR

**Toyota's auto loan securitization is operationally sound, but a lawsuit against its trustee, Wilmington Trust, casts a shadow on broader ABS market trust.**

AI Summary

Toyota Auto Receivables 2024-C Owner Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025. The Trust reported no single obligor represents 10% or more of its asset pool, indicating a diversified risk profile for its auto receivables. 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. Wilmington Trust, National Association (WTNA), the owner trustee, disclosed a civil complaint filed on February 3, 2026, for unspecified damages related to alleged breaches of contract and duties as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. Toyota Motor Credit Corporation (TMCC) and Citibank, N.A. were identified as Servicing Participants, both reporting no material instances of noncompliance with applicable servicing criteria for the 2025 Reporting Period, as attested by PricewaterhouseCoopers LLP and KPMG LLP, respectively. The Trust's structure as a pass-through entity means it does not report traditional revenue or net income figures.

Why It Matters

This 10-K provides crucial transparency for investors in Toyota Auto Receivables 2024-C Owner Trust's asset-backed securities, detailing the health of the underlying auto loan pool and the performance of key service providers. The disclosure of a lawsuit against Wilmington Trust, National Association, while not directly against the Toyota Trust, highlights potential operational risks within the broader securitization market and could prompt increased scrutiny of trustee performance across the industry. For employees of TMCC and Citibank, N.A., the clean servicing compliance reports affirm their operational effectiveness. The absence of significant obligors or external credit enhancements underscores the self-sustaining nature of the Trust's asset pool, impacting its competitive positioning against other auto ABS issuers.

Risk Assessment

Risk Level: medium — The risk level is medium due to the disclosed civil complaint against Wilmington Trust, National Association (WTNA), the owner trustee, filed on February 3, 2026. While WTNA intends to vigorously defend itself and does not believe the resolution will be material to the security holders, any legal action against a key fiduciary in a securitization structure introduces uncertainty and potential reputational or operational risks, even if indirect, for the Trust's investors.

Analyst Insight

Investors should monitor the progress of the lawsuit against Wilmington Trust, National Association, for any potential spillover effects on the broader asset-backed securities market or future implications for trustee services. Given the clean servicing compliance reports from TMCC and Citibank, N.A., the core operational health of the Toyota Auto Receivables 2024-C Owner Trust appears stable, suggesting continued confidence in the underlying auto loan performance.

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 of the asset pool, indicating diversification.)
• 2025 — fiscal year ended (The report covers the fiscal year ended December 31, 2025.)
• 2026-02-03 — date of civil complaint filing (Wilmington Trust, National Association was served with a civil complaint on February 3, 2026.)
• 0 — material instances of noncompliance (Neither TMCC nor Citibank, N.A. identified any material instances of noncompliance with servicing criteria for the 2025 Reporting Period.)

Key Players & Entities

• Toyota Auto Receivables 2024-C Owner Trust (company) — issuing entity
• Wilmington Trust, National Association (company) — owner trustee and defendant in lawsuit
• Toyota Auto Finance Receivables LLC (company) — depositor and registrant
• Toyota Motor Credit Corporation (company) — sponsor and servicer
• Citibank, N.A. (company) — indenture trustee and servicing participant
• Tricolor Holdings, LLC (company) — entity related to the asset-backed securitization transactions in the lawsuit
• PricewaterhouseCoopers LLP (company) — registered public accounting firm for TMCC's attestation
• KPMG LLP (company) — registered public accounting firm for Citibank, N.A.'s attestation
• 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 asset-backed securities issued by Toyota Auto Receivables 2024-C Owner Trust will continue to perform as expected. (Toyota Auto Receivables 2024-C Owner Trust) — high confidence, target: 2026-12-31
• Toyota Motor Credit Corporation will maintain its compliance with servicing criteria. (Toyota Motor Credit Corporation) — high confidence, target: 2027-03-24

FAQ

Risk Factors

• Wilmington Trust Civil Complaint [medium — legal]: Wilmington Trust, National Association (WTNA), the owner trustee, disclosed a civil complaint filed on February 3, 2026. The complaint alleges unspecified damages related to breaches of contract and duties as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions.

Industry Context

The auto finance industry is characterized by intense competition among lenders, with securitization playing a vital role in providing liquidity and funding for auto loans. Trends include evolving consumer preferences for vehicle types, increasing adoption of digital platforms for loan origination and servicing, and ongoing regulatory scrutiny of lending practices.

Regulatory Implications

The disclosure of a civil complaint against the owner trustee, Wilmington Trust, highlights potential legal and operational risks within the securitization ecosystem. Investors should monitor the outcome of this litigation as it could set precedents or impact the perceived stability of similar trust structures.

What Investors Should Do

1. Monitor the outcome of the civil complaint against Wilmington Trust.
2. Review the servicing reports from TMCC and Citibank, N.A. for any emerging trends in noncompliance.
3. Assess the diversification of the asset pool, noting that no single obligor exceeds 10%.

Key Dates

• 2024-07-30: Amended and Restated Trust Agreement, Indenture, Sale and Servicing Agreement, Receivables Purchase Agreement, Administration Agreement, Securities Account Control Agreement, and Asset Representations Review Agreement executed. — Establishes the foundational legal and operational framework for the Toyota Auto Receivables 2024-C Owner Trust, including the roles of TAFR LLC, TMCC, and Wilmington Trust.
• 2025-12-31: Fiscal year end for the reporting period. — Marks the end of the period covered by the 10-K filing, for which financial and operational data are reported.
• 2026-02-03: Civil complaint filed against Wilmington Trust, National Association. — Introduces a potential legal risk for the owner trustee, which could indirectly impact trust operations or investor confidence if not resolved favorably.
• 2026-03-24: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. — Confirms the accuracy of the financial reporting and internal controls by the principal officers of the entity, as required by SOX.

Glossary

Owner Trustee

A trustee appointed to hold legal title to the assets transferred into a trust for the benefit of the certificate holders. In this case, Wilmington Trust, National Association. (Plays a critical role in the securitization structure, responsible for overseeing the trust's assets and ensuring compliance with the trust agreement.)

TAFR LLC

Toyota Auto Finance Receivables LLC, the entity that forms the securitization trust and holds the auto receivables. (Acts as the issuer of the asset-backed securities and is the legal owner of the receivables pool.)

Servicing Criteria

A set of standards and requirements that the servicer must adhere to when managing the underlying assets (auto receivables) of the securitization trust. (The compliance with these criteria by TMCC and Citibank, N.A. is crucial for the smooth operation of the trust and the protection of investors.)

Pass-through entity

An entity that does not pay income tax itself but passes its income, losses, deductions, and credits through to its investors. Securitization trusts are typically structured this way. (Explains why the Trust does not report traditional revenue or net income figures, as its financial performance is directly tied to the underlying receivables.)

Asset Representations Review Agreement

An agreement outlining the process for reviewing the representations and warranties made about the underlying assets in a securitization. (Details the mechanism for assessing the quality of the auto receivables and addressing potential breaches of representations by the sponsor (TMCC).)

Year-Over-Year Comparison

As this appears to be the initial 10-K filing for the Toyota Auto Receivables 2024-C Owner Trust, a direct comparison of key metrics to a prior year's filing is not possible. However, the filing establishes the trust's structure, operational participants, and initial risk disclosures, including a recently disclosed civil complaint against the owner trustee.

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
• 0000929638-26-001134.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 2024-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 2024-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, 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 July 30, 2024, which is incorporated herein by reference). 4.2 Indenture, dated as of July 30, 2024, 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, 2024, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of July 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 July 30, 2024, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of July 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 July 30, 2024, 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.

View Full Filing

View this 10-K filing on SEC EDGAR