Capital One Auto Trust 2023-2 Details Trustee Legal Woes

TL;DR

**Trustee litigation is a red flag for Capital One's auto ABS, signaling potential operational risks despite the sponsor's distance.**

AI Summary

Capital One Prime Auto Receivables Trust 2023-2, a special purpose entity, filed its 10-K for the fiscal year ended December 31, 2025, primarily detailing compliance with servicing criteria and legal proceedings affecting its trustees. The trust, which holds auto receivables, reported no significant obligors within its pool assets, indicating a diversified portfolio. Key servicing participants, Capital One, National Association and Wilmington Trust, National Association, each submitted reports on assessment of compliance with servicing criteria (Exhibits 33.1 and 33.2) and corresponding attestation reports from Ernst & Young LLP and PricewaterhouseCoopers LLP (Exhibits 34.1 and 34.2). A notable development is the civil complaint served on Wilmington Trust, National Association on February 3, 2026, for unspecified damages related to alleged breaches of contract and duties in other Tricolor Holdings, LLC asset-backed securitization transactions. Additionally, BNY Mellon Trust of Delaware, the owner trustee, is a defendant in RMBS lawsuits alleging expansive trustee duties. Despite these legal challenges, Wilmington Trust, National Association does not believe the ultimate resolution of its proceedings would be material to the investors of the Notes, and Capital One, National Association is not a party to either litigation.

Why It Matters

This 10-K provides crucial transparency for investors in Capital One Prime Auto Receivables Trust 2023-2, particularly regarding the legal challenges faced by its indenture trustee, Wilmington Trust, National Association, and owner trustee, BNY Mellon Trust of Delaware. While Capital One, National Association is not directly involved in these lawsuits, the performance and stability of the trustees are vital for the securitization's operational integrity and investor confidence. The competitive landscape for auto asset-backed securities demands robust trustee oversight, and any perceived weakness could impact future deal pricing and investor appetite, potentially affecting Capital One's ability to efficiently finance its auto loan portfolio.

Risk Assessment

Risk Level: medium — The risk level is medium due to ongoing litigation against both the Indenture Trustee, Wilmington Trust, National Association, and the Owner Trustee, BNY Mellon Trust of Delaware. Wilmington Trust faces a civil complaint filed February 3, 2026, for alleged breaches of contract and duties in other securitization transactions, which, while not directly related to this trust, raises concerns about its overall operational capacity and potential reputational damage. BNY Mellon Trust of Delaware is also a defendant in multiple RMBS lawsuits, alleging failures in trustee duties, further highlighting potential systemic risks within the trust's administrative structure.

Analyst Insight

Investors should closely monitor the progress and outcomes of the litigation against Wilmington Trust, National Association and BNY Mellon Trust of Delaware. While Capital One, National Association is not a party, any adverse rulings or significant financial penalties could indirectly impact the trust's operations or the perceived reliability of its trustees, potentially affecting the value of the Notes.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 2025-12-31 — Fiscal Year End (Reporting period for the 10-K filing)
• 2026-03-24 — Filing Date (Date the 10-K was filed with the SEC)
• 2026-02-03 — Litigation Date (Date Wilmington Trust, National Association was served with a civil complaint)

Key Players & Entities

• Capital One Prime Auto Receivables Trust 2023-2 (company) — Issuing Entity
• Capital One, National Association (company) — Sponsor and Servicer
• Wilmington Trust, National Association (company) — Indenture Trustee
• BNY Mellon Trust of Delaware (company) — Owner Trustee
• Capital One Auto Receivables, LLC (company) — Depositor
• Franco E. Harris (person) — President of Capital One Auto Receivables, LLC
• Ernst & Young LLP (company) — Auditor for Capital One, National Association's compliance
• PricewaterhouseCoopers LLP (company) — Auditor for Wilmington Trust, National Association's compliance
• Tricolor Holdings, LLC (company) — Entity related to litigation against Wilmington Trust
• Supreme Court of the State of New York, County of New York (regulator) — Venue for litigation against Wilmington Trust

Forward-Looking Statements

• The performance of the underlying auto loan portfolio will be a key determinant of the trust's future distributions. (Capital One Prime Auto Receivables Trust 2023-2) — high confidence, target: 2026-12-31
• Future filings will continue to provide detailed insights into the credit quality and payment behavior of the prime auto receivables. (Capital One Prime Auto Receivables Trust 2023-2) — high confidence, target: 2027-03-31

FAQ

Risk Factors

• Litigation Against Trustees [medium — legal]: Wilmington Trust, National Association, the Indenture Trustee, was served with a civil complaint on February 3, 2026, for unspecified damages related to alleged breaches of contract and duties in other securitization transactions. Additionally, BNY Mellon Trust of Delaware, the owner trustee, is a defendant in RMBS lawsuits alleging expansive trustee duties. While Wilmington Trust believes these proceedings are not material to investors, the existence of such litigation introduces uncertainty.

Industry Context

The auto finance industry is characterized by significant competition among lenders and servicers. Securitization, as utilized by Capital One Prime Auto Receivables Trust 2023-2, is a common practice for providing liquidity and funding for auto loans. The industry is subject to regulatory oversight concerning consumer lending and financial markets.

Regulatory Implications

The filing highlights the importance of compliance with SEC regulations, particularly Regulation AB, for asset-backed securities. The litigation involving trustees underscores potential regulatory scrutiny and legal risks associated with the administration of securitization trusts.

What Investors Should Do

1. Monitor litigation involving trustees
2. Review servicing compliance reports
3. Acknowledge lack of significant obligors

Key Dates

• 2023-10-04: Underwriting Agreement executed — Establishes the terms for the sale of the securitized auto receivables to underwriters.
• 2023-10-11: Indenture, Purchase Agreement, Asset Representations Review Agreement, and Sale Agreement executed — These agreements formalize the securitization structure, including the role of the Indenture Trustee, the purchase of assets, the review process, and the sale of receivables to the trust.
• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2026-02-03: Wilmington Trust, National Association served with civil complaint — Introduces a legal risk for the Indenture Trustee, potentially impacting trust administration.
• 2026-03-24: 10-K Filing Date — The date the annual report detailing the trust's operations and compliance was filed with the SEC.

Glossary

Special Purpose Entity (SPE)

A legal entity created for a specific, limited purpose, often used in securitization to isolate assets and liabilities. (Capital One Prime Auto Receivables Trust 2023-2 is an SPE, holding auto receivables for the benefit of noteholders.)

Regulation AB

SEC rules governing the registration, reporting, and disclosure requirements for asset-backed securities. (The filing references specific items within Regulation AB (e.g., Item 1112(b), 1114(b)(2), 1115(b)) related to pool assets and credit enhancement.)

Indenture Trustee

A financial institution appointed to act on behalf of bondholders, ensuring the issuer complies with the terms of the indenture agreement. (Wilmington Trust, National Association serves as the Indenture Trustee for this trust and is involved in litigation.)

Depositor

The entity that transfers assets into a trust for securitization. (Capital One Auto Receivables, LLC is the Depositor for this trust.)

Servicer

The entity responsible for managing the underlying assets (in this case, auto loans), including collecting payments and handling delinquencies. (Capital One, National Association is the Servicer for the auto receivables.)

RMBS

Residential Mortgage-Backed Securities, a type of asset-backed security backed by mortgages. (The owner trustee is involved in lawsuits related to RMBS, indicating potential broader trustee liability concerns in the securitization market.)

Year-Over-Year Comparison

As this is a 10-K for a specific securitization trust (Capital One Prime Auto Receivables Trust 2023-2), a direct year-over-year comparison of financial metrics like revenue or net income is not applicable in the traditional sense. The focus of this filing is on the operational aspects, compliance with servicing criteria, and disclosure of legal proceedings related to the trust's assets and trustees, rather than the financial performance of an operating company.

Filing Documents

• copar2023-210xk2025.htm (10-K) — 77KB
• copar2023-2exhibit31125.htm (EX-31.1) — 8KB
• coparexhibit331251.htm (EX-33.1) — 70KB
• coparexhibit33225.htm (EX-33.2) — 14KB
• coparexhibit34125.htm (EX-34.1) — 8KB
• coparexhibit34225.htm (EX-34.2) — 6KB
• copar2023-2exhibit35125.htm (EX-35.1) — 7KB
• 0001992483-26-000016.txt ( ) — 192KB

Risk Factors

Item 1A. Risk Factors.

Cybersecurity

Item 1C. Cybersecurity.

Legal Proceedings

Item 3. Legal Proceedings.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. Not applicable.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. Substitute information provided in accordance with General Instruction J to Form 10–K

(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information). The pool assets held by Capital One Prime Auto Receivables Trust 2023-2 do not include any significant obligors. Item 1114(b)(2) of Regulation AB Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information). Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.

(b) of Regulation AB Certain Derivatives Instruments (Financial Information)

Item 1115(b) of Regulation AB Certain Derivatives Instruments (Financial Information). Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

of Regulation AB Legal Proceedings

Item 1117 of Regulation AB Legal Proceedings. Indenture Trustee Litigation As of the date of the Form 10-K, there are no pending Proceedings known to be contemplated by governmental authorities against Wilmington Trust, National Association that would be material to the investors in the Notes. On February 3, 2026, certain investors served Wilmington Trust, National Association 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 Wilmington Trust, National Association'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 Wilmington Trust, National Association's purported failure to comply with certain provisions related to waterfall payments, servicing transition costs and post-event of default duties and related to Wilmington Trust, National Association's purported failure to perform certain actions as custodian with respect to the related receivables. Wilmington Trust, National Association intends to vigorously defend itself against this legal action. Wilmington Trust, National Association does not believe that the ultimate resolution of this proceeding, or any other Proceedings, would be material to the investors of the Notes. Wilmington Trust, National Association has provided us with the information under the caption "Indenture Trustee Litigation" immediately above in response to the requirements of Regulation AB. Neither Capital One, National Association nor its affiliates is a party to such litigation. Other than the information regarding indenture trustee litigation immediately above and the information concerning Wilmington Trust, National Association specified in this Form 10-K under the caption "Item 1122 of Regulation AB Compliance with Applicable Servicing Criteria" and in Exhibits 33.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Controls and Procedures

Item 9A. Controls and Procedures.

Other Information

Item 9B Other Information. None.

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

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Compensation

Item 11. Executive Compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services. Substitute information 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. Capital One, National Association and Wilmington Trust National Association, as Indenture Trustee, (each, a "Servicing Participant") have been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by Capital One Prime Auto Receivables Trust 2023-2, the issuing entity. Each of the Servicing Participants has completed a report on assessment of compliance with the servicing criteria applicable to it (each, a "Report on Assessment"), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by one or more registered independent public accounting firms, which reports are also attached as exhibits to this Form 10-K.

of Regulation AB Servicer Compliance Statement

Item 1123 of Regulation AB Servicer Compliance Statement. Capital One, National Association has been identified by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool assets held by Capital One Prime Auto Receivables Trust 2023-2. The Sponsor, in its capacity as the servicer, has provided a statement of compliance (a "Compliance Statement"), which has been signed by an authorized officer of the servicer. The Compliance Statement is attached as an exhibit to this Form 10-K. PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules. (a)(1) Not Applicable. (a)(2) Not Applicable. (a)(3) The exhibits required by Item 601 of regulation S-K are listed in the Exhibit Index. (b) Exhibits. Exhibit Index Exhibit No. Description 1.1 Underwriting Agreement, dated as of October 4, 2023, among BofA Securities, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, each as underwriter and as representative of the several underwriters identified therein, Capital One Auto Receivables, LLC, as the Depositor, and Capital One, National Association, as the Servicer (incorporated by reference to Exhibit 1.1 of Form 8-K filed by the Issuer (Commission File No. 333-260710-04) with the Securities and Exchange Commission on October 6, 2023). 3.1 Certificate of Formation of Capital One Auto Receivables, LLC, as Depositor, dated as of January 26, 2001 (incorporated by reference to Exhibit 3.1 of Form SF-3 filed by the Depositor (Commission File No. 333-286543) with the Securities and Exchange Commission on April 15, 2025). 3.2 Second Amended and Restated Limited Liability Company Agreement of Capital One Auto Receivables, LLC, as Depositor, dated as of August 2, 2018 (incorporated by reference to Exhibit 3.1 of Form SF-3 filed by the Depositor (Commission File No. 333-260710) with the Securities and Exchange Commission on November 3, 2021). 4.1 Indenture, dated as of October 11, 2023, between Capital One Prime Auto Receivables Trust 2023-2, as Issuer, and Wilmington Trust, National Association, as the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Issuer (Commission Number 333-260710-04) with the Securities and Exchange Commission on October 11, 2023). 10.1 Purchase Agreement, dated as of October 11, 2023, between Capital One, National Association, and Capital One Auto Receivables, LLC, as Purchaser (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer (Commission Number 333-260710-04)

Form 10-K Summary

Item 16. Form 10-K Summary. Not Applicable.

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. Capital One Auto Receivables, LLC, as Depositor By s Franco E. Harris Name *Franco E. Harris Title President Date March 24, 2026 * Franco E. Harris is the senior officer in charge of securitization of Capital One Auto Receivables, LLC

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