Toyota Auto Receivables Trust Faces Trustee Legal Headwind

TL;DR

**Wilmington Trust's legal woes are a red flag for ABS investors, even if Toyota's securitization is currently clean.**

AI Summary

Toyota Auto Receivables 2024-D Owner Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no common equity outstanding and no significant changes in its core business of holding auto receivables. The Trust reported no single obligor represents 10% or more of its asset pool, and no external credit enhancement or derivative instruments are provided by any entity or group of affiliated entities. A key development is a civil complaint served on February 3, 2026, against Wilmington Trust, National Association, the owner trustee, for unspecified damages related to alleged breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions. Toyota Motor Credit Corporation (TMCC) and Citibank, N.A. were identified as Servicing Participants for the 2025 Reporting Period, with both reporting no material instances of noncompliance with applicable servicing criteria. The Trust's strategic outlook remains focused on the performance of its auto receivables pool, managed by TMCC as servicer and sponsor.

Why It Matters

This 10-K provides a snapshot of the health of a Toyota-backed auto loan securitization, crucial for investors holding the Notes or Certificate. The legal action against Wilmington Trust, National Association, while not directly against Toyota Auto Receivables 2024-D Owner Trust, introduces a potential reputational and operational risk for a key service provider in the ABS market, which could indirectly impact investor confidence in other securitized products. For employees of Toyota Motor Credit Corporation and Citibank, N.A., the clean compliance reports for servicing criteria are positive, indicating robust operational controls. The broader market watches these filings for insights into the performance of auto loan portfolios, especially given the current economic climate and competitive pressures in the auto finance sector.

Risk Assessment

Risk Level: medium — The risk level is medium due to the legal proceedings against Wilmington Trust, National Association, the owner trustee, for alleged breaches of contract and duties in other asset-backed securitization transactions. While the Trust states WTNA does not believe the resolution would be material to its security holders, any legal action against a critical service provider, especially concerning 'waterfall payments' and 'post-event of default duties,' introduces uncertainty and potential operational disruption for the Toyota Auto Receivables 2024-D Owner Trust.

Analyst Insight

Investors should monitor the legal proceedings against Wilmington Trust, National Association, closely, as adverse outcomes could impact the broader ABS market and potentially the operational stability of the Toyota Auto Receivables 2024-D Owner Trust. While the Trust itself reports no direct issues, the interconnectedness of the ABS ecosystem means trustee performance is paramount.

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% — asset pool concentration limit (no single obligor represents 10% or more of the asset pool)
• 2025 — fiscal year ended (reporting period for the 10-K)
• 2026-02-03 — date of legal complaint (Wilmington Trust, National Association was served with a civil complaint)
• 0002036936 — issuing entity CIK (Central Index Key Number for Toyota Auto Receivables 2024-D Owner Trust)
• 0001131131 — depositor CIK (Central Index Key Number for Toyota Auto Finance Receivables LLC)

Key Players & Entities

• Toyota Auto Receivables 2024-D Owner Trust (company) — issuing entity
• Toyota Auto Finance Receivables LLC (company) — depositor and registrant
• Toyota Motor Credit Corporation (company) — sponsor and servicer
• Wilmington Trust, National Association (company) — owner trustee facing legal complaint
• Citibank, N.A. (company) — indenture trustee and servicing participant
• Tricolor Holdings, LLC (company) — entity related to legal complaint against Wilmington Trust
• Tellis Bethel (person) — Treasurer & Chief Financial Officer of Toyota Auto Finance Receivables LLC
• PricewaterhouseCoopers LLP (company) — registered public accounting firm for TMCC's compliance assessment
• KPMG LLP (company) — registered public accounting firm for Citibank, N.A.'s compliance assertion
• Clayton Fixed Income Services LLC (company) — asset representations reviewer

Forward-Looking Statements

• The trust will continue to demonstrate strong compliance with servicing criteria in future filings. (Toyota Auto Receivables 2024-D Owner Trust) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Civil Complaint Against Owner Trustee [medium — legal]: A civil complaint was served on February 3, 2026, against Wilmington Trust, National Association, the owner trustee. The complaint alleges unspecified damages related to breaches of contract and duties in other asset-backed securitization transactions involving Tricolor Holdings, LLC. This legal action introduces uncertainty and potential financial exposure for the trust.

Industry Context

The auto finance industry relies heavily on securitization to provide liquidity and fund new vehicle sales. Companies like Toyota Motor Credit Corporation (TMCC) leverage trusts to transform their auto loan portfolios into tradable securities. Key industry trends include evolving consumer credit preferences, interest rate sensitivity, and increasing regulatory scrutiny on loan origination and servicing practices.

Regulatory Implications

As a securitization trust, the entity is subject to regulations governing financial markets and disclosures. The civil complaint against the owner trustee highlights potential legal and operational risks that could arise from contractual disputes or alleged breaches of duty within the broader securitization ecosystem. Servicing participants must adhere to strict servicing criteria to ensure compliance.

What Investors Should Do

1. Monitor the outcome of the civil complaint against Wilmington Trust, National Association.
2. Review TMCC's servicing performance and asset pool delinquency/default rates in subsequent filings.
3. Assess the trust's lack of common equity and external credit enhancement.

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing, providing the latest financial and operational data.
• 2026-02-03: Civil Complaint Served — A legal action was initiated against the owner trustee, Wilmington Trust, National Association, introducing a new risk factor for the trust.
• 2024-10-17: Amended and Restated Trust Agreement — Established the governing framework for the trust, including the roles of TAFR LLC and Wilmington Trust, National Association.
• 2024-10-17: Sale and Servicing Agreement — Defined the roles of TAFR LLC, TMCC (as servicer and sponsor), and the Trust, outlining the operational management of the auto receivables.

Glossary

Owner Trustee

A trustee appointed to hold legal title to the assets of a trust for the benefit of the certificate holders. In this case, Wilmington Trust, National Association. (The owner trustee is a key party in the trust's structure and is currently facing a civil complaint.)

Servicer

The entity responsible for managing the day-to-day operations of the securitized assets, including collecting payments from obligors and remitting them to the trust. Here, Toyota Motor Credit Corporation (TMCC). (The servicer's performance is critical to the trust's cash flows and asset performance.)

Sponsor

The entity that initiates the securitization process, typically by originating or purchasing the assets to be securitized and structuring the transaction. Here, TMCC. (The sponsor's role is fundamental to the creation and ongoing success of the securitization trust.)

Asset-Backed Securitization

A financial process where assets (like auto loans) are pooled together and used as collateral for the issuance of securities that are sold to investors. (This is the core business of the Toyota Auto Receivables 2024-D Owner Trust.)

Obligor

The individual or entity that owes a debt or obligation, in this context, the borrower of an auto loan. (The concentration of obligors is a key risk factor for the asset pool's performance.)

Year-Over-Year Comparison

This filing pertains to the fiscal year ended December 31, 2025. As this is the initial deep structural analysis based on the provided context, a direct comparison to a prior filing's specific financial metrics (revenue, margins, etc.) is not possible. However, the introduction of a significant legal complaint against the owner trustee on February 3, 2026, represents a new and material risk factor not present in prior periods.

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
• 0000929638-26-001135.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 2024-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 2024-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 October 17, 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 October 17, 2024, which is incorporated herein by reference). 4.2 Indenture, dated as of October 17, 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 October 17, 2024, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of October 17, 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 October 17, 2024, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of October 17, 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 October 17, 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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View this 10-K filing on SEC EDGAR