Toyota ABS Trust Reports Trustee Lawsuit, Clean Servicing Audits

TL;DR

**Despite a lawsuit against its trustee, Toyota's auto loan ABS trust shows solid operational compliance, making it a stable, albeit low-yield, hold for fixed-income investors.**

AI Summary

Toyota Auto Receivables 2025-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 market for its securities. The Trust, sponsored by Toyota Motor Credit Corporation (TMCC), reported that no single obligor represents 10% or more of its asset pool, and no external credit enhancement or derivative instruments are in place. A significant development is a civil complaint filed on February 3, 2026, against Wilmington Trust, National Association (WTNA), the owner trustee, for unspecified damages related to alleged breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions. Both TMCC and Citibank, N.A., as Servicing Participants, reported no material instances of noncompliance with applicable servicing criteria for the 2025 Reporting Period, as confirmed by their respective independent registered public accounting firms, PricewaterhouseCoopers LLP and KPMG LLP. The Trust operates under an Amended and Restated Trust Agreement dated October 23, 2025, and an Indenture dated October 23, 2025, with Citibank, N.A. as indenture trustee.

Why It Matters

This 10-K provides critical transparency for investors in asset-backed securities (ABS) tied to Toyota auto loans, even though the Trust itself has no publicly traded common equity. The lawsuit against Wilmington Trust, National Association, while not directly against Toyota Auto Receivables 2025-D Owner Trust, highlights potential systemic risks and scrutiny within the broader ABS market, which could indirectly affect investor confidence in other trusts utilizing the same trustee. The clean servicing compliance reports from TMCC and Citibank, N.A. offer reassurance regarding the operational integrity of the underlying auto loan portfolio, a key factor for bondholders assessing credit risk and cash flow stability in a competitive auto finance landscape.

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 securitization transactions. While the Trust states WTNA does not believe the resolution would be material to its security holders, any adverse outcome or prolonged litigation could introduce reputational risk or operational disruptions for the trustee, potentially impacting the Trust's administration. However, the absence of significant obligor concentration and external credit enhancement mitigates some direct financial risks.

Analyst Insight

Investors should monitor the legal proceedings against Wilmington Trust, National Association, for any broader implications on the ABS market or potential impacts on trustee services, though direct financial impact on this specific trust appears limited. Given the clean servicing reports from TMCC and Citibank, N.A., the underlying asset performance appears robust, suggesting continued stability for bondholders.

Key Numbers

• December 31, 2025 — Fiscal Year End (Reporting period for the 10-K filing)
• February 3, 2026 — Date of Civil Complaint (When Wilmington Trust, National Association was served with a lawsuit)
• 10% — Obligor Concentration Threshold (No single obligor represents 10% or more of the asset pool)
• October 23, 2025 — Date of Amended and Restated Trust Agreement (Effective date of the governing trust agreement)

Key Players & Entities

• Toyota Auto Receivables 2025-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 civil complaint
• Citibank, N.A. (company) — indenture trustee and servicing participant
• Tricolor Holdings, LLC (company) — entity related to the civil complaint against WTNA
• PricewaterhouseCoopers LLP (company) — registered public accounting firm for TMCC's compliance
• KPMG LLP (company) — registered public accounting firm for Citibank, N.A.'s compliance
• 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 Toyota Auto Receivables 2025-D Owner Trust will continue to demonstrate strong compliance in future filings. (Toyota Auto Receivables 2025-D Owner Trust) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Civil Complaint Against Owner Trustee [medium — legal]: A civil complaint was filed on February 3, 2026, against Wilmington Trust, National Association (WTNA), the owner trustee. The complaint alleges unspecified damages related to breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions. The specific nature of the alleged breaches and their potential impact on the Trust are not detailed.
• Servicing Compliance [low — operational]: TMCC and Citibank, N.A., as Servicing Participants, reported no material instances of noncompliance with applicable servicing criteria for the 2025 Reporting Period. This was confirmed by independent registered public accounting firms PricewaterhouseCoopers LLP and KPMG LLP, respectively. However, the absence of any issues does not eliminate the inherent operational risks in servicing auto receivables.

Industry Context

The auto finance industry relies heavily on securitization to provide liquidity and fund new loan originations. Companies like Toyota Motor Credit Corporation leverage trusts to access capital markets by pooling receivables. The industry is sensitive to interest rate changes, economic conditions affecting consumer creditworthiness, and regulatory scrutiny.

Regulatory Implications

The Trust operates under established trust and indenture agreements, subject to SEC reporting requirements. The civil complaint against the owner trustee, while related to other transactions, could indirectly impact investor confidence and potentially lead to increased scrutiny of trustee responsibilities in similar structures.

What Investors Should Do

1. Monitor developments regarding the civil complaint against Wilmington Trust, National Association.
2. Review the terms of the Amended and Restated Trust Agreement and Indenture dated October 23, 2025.
3. Assess the implications of the lack of external credit enhancement or derivative instruments.

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 for the Trust.
• 2025-10-23: Amended and Restated Trust Agreement and Indenture Effective Dates — These agreements govern the structure, operations, and trustee relationships of the Trust, establishing the framework for the fiscal year.
• 2026-02-03: Civil Complaint Filed Against Owner Trustee — A significant legal development that introduces potential risk and uncertainty regarding the performance and stability of the Trust's governance and operations.

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 2025-D Owner Trust is a securitization entity, meaning its primary function is to facilitate the issuance of debt securities backed by auto loan receivables.)

Owner Trustee

A trustee appointed to hold legal title to the assets transferred into a trust for securitization purposes, acting on behalf of the certificate holders. (Wilmington Trust, National Association serves as the owner trustee, and a recent civil complaint against it highlights a potential operational and legal risk.)

Indenture Trustee

A trustee appointed under an indenture to represent the interests of bondholders and ensure the issuer complies with the terms of the indenture agreement. (Citibank, N.A. is the indenture trustee, responsible for overseeing the Trust's compliance with the Indenture dated October 23, 2025.)

Servicer

The entity responsible for managing the underlying assets, including collecting payments from borrowers, handling delinquencies, and remitting payments to the trust. (Toyota Motor Credit Corporation (TMCC) is the servicer, and its compliance with servicing criteria was confirmed by an independent auditor.)

Sponsor

The entity that initiates and organizes the securitization process, typically by originating or acquiring the assets to be securitized. (TMCC is the sponsor of the Trust, indicating its role in originating the auto receivables that back the Trust's securities.)

Asset Pool

The collection of assets, in this case, auto loans, that are pooled together to back the securities issued by the trust. (The concentration of obligors within the asset pool is a key risk factor; here, no single obligor exceeds 10% of the pool.)

Year-Over-Year Comparison

As this is the first 10-K filing for the Toyota Auto Receivables 2025-D Owner Trust, a direct comparison of key metrics to a previous year's filing is not possible. However, the filing establishes the baseline financial and operational structure, including the governing agreements dated October 23, 2025, and highlights the recent legal action against the owner trustee as a new development.

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
• 0000929638-26-001136.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 2025-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 2025-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 23, 2025, 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 23, 2025, which is incorporated herein by reference). 4.2 Indenture, dated as of October 23, 2025, 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 23, 2025, which is incorporated herein by reference). 4.3 Sale and Servicing Agreement, dated as of October 23, 2025, 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 23, 2025, which is incorporated herein by reference). 4.4 Receivables Purchase Agreement, dated as of October 23, 2025, 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 23, 2025, 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