VW Auto Loan Trust 2023-2 Reports Compliance, Trustee Faces RMBS & Student Loan Suits

TL;DR

**Volkswagen's auto loan trust is operationally sound, but its Owner Trustee is embroiled in significant, unrelated RMBS and student loan lawsuits, casting a shadow on third-party risk.**

AI Summary

The Volkswagen Auto Loan Enhanced Trust 2023-2 filed its 10-K for the fiscal year ended December 31, 2025, indicating its status as a well-known seasoned issuer and compliance with all SEC filing requirements. The trust, sponsored by VW Credit, Inc., and with Volkswagen Auto Lease/Loan Underwritten Funding, LLC as depositor, reported no material legal proceedings against its key entities, including the Sponsor, Originator, Servicer, Depositor, Indenture Trustee, Owner Trustee, or the Issuing Entity itself. However, U.S. Bank Trust National Association, as Owner Trustee, disclosed ongoing litigation related to its role as trustee for residential mortgage-backed securities (RMBS) trusts and student loan-backed Delaware statutory trusts (DSTs), specifically the NCMSLT Action filed on March 9, 2018. Both VW Credit, Inc. and Citibank, N.A. (Indenture Trustee) submitted Servicing Assessment Reports and Attestation Reports, confirming material compliance with applicable servicing criteria for the asset pool, with no material instances of noncompliance identified for Citibank, N.A. The Servicer also provided an Annual Servicer Compliance Statement for the year ended December 31, 2025.

Why It Matters

This 10-K provides crucial transparency for investors in the Volkswagen Auto Loan Enhanced Trust 2023-2, confirming the operational compliance of key servicing parties like VW Credit, Inc. and Citibank, N.A. The disclosure of U.S. Bank Trust National Association's ongoing RMBS and student loan litigation, while not directly impacting the Volkswagen trust's assets, highlights potential reputational or operational risks for a critical third-party service provider. This competitive context is vital as it could influence investor confidence in the broader asset-backed securities market, particularly regarding trustee oversight and legal liabilities, potentially affecting future securitization costs for Volkswagen and other auto lenders.

Risk Assessment

Risk Level: medium — The risk level is medium due to the disclosed litigation involving U.S. Bank Trust National Association, the Owner Trustee. While the filing states no legal proceedings are material to the Volkswagen Auto Loan Enhanced Trust 2023-2, the Owner Trustee is a defendant in multiple lawsuits, including the NCMSLT Action filed March 9, 2018, concerning RMBS and student loan trusts, which could impact its operational capacity or reputation, indirectly affecting the trust.

Analyst Insight

Investors should monitor the progress of the litigation involving U.S. Bank Trust National Association, the Owner Trustee, as adverse outcomes could strain the trustee's resources or reputation, potentially affecting its ability to fulfill its duties to the Volkswagen Auto Loan Enhanced Trust 2023-2. While the trust itself is compliant, this third-party risk warrants attention.

Key Numbers

• 0001998124 — Central Index Key Number (Issuing Entity CIK)
• 0001182534 — Central Index Key Number (Depositor CIK)
• 0000833733 — Central Index Key Number (Securitizer CIK)
• 333-269194-02 — Commission File Number (Issuing Entity)
• March 9, 2018 — Date of lawsuit filing (NCMSLT Action against U.S. Bank N.A.)

Key Players & Entities

• Volkswagen Auto Loan Enhanced Trust 2023-2 (company) — Issuing Entity
• VW Credit, Inc. (company) — Sponsor, Originator, Servicer, and Administrator
• Volkswagen Auto Lease/Loan Underwritten Funding, LLC (company) — Depositor
• Citibank, N.A. (company) — Indenture Trustee
• U.S. Bank Trust National Association (company) — Owner Trustee
• Garett Miles (person) — Head of Securitization and Assistant Treasurer of VW Credit, Inc.
• Baker Tilly US, LLP (company) — Public accounting firm for VW Credit, Inc.
• KPMG LLP (company) — Public accounting firm for Citibank, N.A.
• March 26, 2026 (date) — Filing date of the 10-K
• December 31, 2025 (date) — Fiscal year end

FAQ

Risk Factors

• U.S. Bank N.A. Trustee Litigation [medium — legal]: U.S. Bank Trust National Association, as Owner Trustee, is involved in ongoing litigation related to its role as trustee for RMBS and student loan-backed DSTs. The NCMSLT Action, filed on March 9, 2018, represents a significant legal exposure for the trustee, which could indirectly impact the trust's operations or reputation.

Industry Context

The auto loan securitization market is a significant component of the broader asset-backed securities (ABS) market. Competition among auto finance companies, including captive finance arms like VW Credit, Inc., is intense, driving innovation in loan origination and servicing. Industry trends include evolving consumer preferences, technological advancements in vehicles, and changing regulatory landscapes impacting lending practices.

Regulatory Implications

The trust operates within a highly regulated financial environment. Compliance with SEC regulations, including timely and accurate filings like this 10-K, is paramount. The ongoing litigation involving the Owner Trustee, U.S. Bank N.A., could also lead to increased scrutiny or potential regulatory actions if deemed material to trust operations.

What Investors Should Do

1. Review the Servicing Assessment Reports and Attestation Reports for Citibank, N.A.
2. Monitor developments in the NCMSLT Action against U.S. Bank Trust National Association.
3. Analyze the performance of the underlying auto loan asset pool.

Key Dates

• 2018-03-09: NCMSLT Action filed against U.S. Bank N.A. — This ongoing litigation involving the Owner Trustee highlights a potential legal risk that could affect the trust's governance or operational stability.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC) that gives a comprehensive summary of a company's financial performance. (This filing is the 10-K for Volkswagen Auto Loan Enhanced Trust 2023-2, providing essential financial and operational details for investors.)

VW Credit, Inc.

The sponsor of the Volkswagen Auto Loan Enhanced Trust 2023-2, responsible for originating and managing the auto loans that form the asset pool. (As the sponsor, its financial health and operational practices are critical to the performance of the trust.)

Depositor

Volkswagen Auto Lease/Loan Underwritten Funding, LLC, which transfers the auto loans to the trust in exchange for securities. (The depositor's role is crucial in the securitization process, and its compliance is a prerequisite for the trust's formation.)

Servicer

The entity responsible for managing the day-to-day operations of the auto loan pool, including collecting payments, handling delinquencies, and reporting to the trust. (The servicer's performance directly impacts the cash flows generated by the asset pool and, consequently, the returns to investors.)

Indenture Trustee

Citibank, N.A., acts as the Indenture Trustee, holding the assets of the trust for the benefit of the noteholders. (The Indenture Trustee ensures that the terms of the indenture are met and protects the interests of the noteholders.)

Owner Trustee

U.S. Bank Trust National Association, responsible for overseeing the trust's administration and ensuring compliance with the trust agreement. (The Owner Trustee's fiduciary duty is to the trust and its beneficiaries, and any litigation against it can be a point of concern.)

Asset Pool

The collection of Volkswagen auto loans that have been securitized and form the basis of the trust's assets. (The quality and performance of the asset pool are the primary drivers of the trust's financial performance.)

Servicing Assessment Report

A report prepared by the servicer and attested to by an independent accountant, confirming compliance with specified servicing criteria. (These reports provide assurance to investors that the servicing of the asset pool is being conducted in accordance with established standards.)

Year-Over-Year Comparison

This 10-K filing for Volkswagen Auto Loan Enhanced Trust 2023-2 does not provide comparative data from a previous fiscal year within the provided text. Therefore, a direct comparison of key metrics such as revenue growth, margin changes, or new risks cannot be made based solely on this excerpt. Future filings will be necessary to establish year-over-year trends.

Filing Documents

• tm261240d2_10k.htm (10-K) — 55KB
• tm261240d2_ex31-1.htm (EX-31.1) — 6KB
• tm261240d2_ex33-1.htm (EX-33.1) — 55KB
• tm261240d2_ex33-2.htm (EX-33.2) — 17KB
• tm261240d2_ex34-1.htm (EX-34.1) — 9KB
• tm261240d2_ex34-2.htm (EX-34.2) — 8KB
• tm261240d2_ex35-1.htm (EX-35.1) — 5KB
• image_001.jpg (GRAPHIC) — 10KB
• tm261240d2_ex34-1img01.jpg (GRAPHIC) — 4KB
• tm261240d2_ex34-2img02.jpg (GRAPHIC) — 7KB
• tm261240d2_ex34-2img03.jpg (GRAPHIC) — 2KB
• tm261240d2_ex34-2img04.jpg (GRAPHIC) — 2KB
• 0001104659-26-035004.txt ( ) — 192KB

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. Not Applicable.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not Applicable. PART II THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K: (A) Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. (B) Item 6 [Reserved] (C) Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. (D) Item 7A

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. (E) Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. (F) Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. (G) Item 9A

Controls and Procedures

Controls and Procedures.

Other Information

Item 9B. Other Information. None.

Disclosure Regarding Foreign Jurisdictions that Prevent

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(1) TO FORM 10-K: (A) Item 10 Directors, Executive Officers and Corporate Governance. (B) Item 11

Executive Compensation

Executive Compensation. (C) 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. (D) Item 13 Certain Relationships and Related Transactions, and Director Independence. (E) Item 14 Principal Accountant Fees and Services. PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules. (a) (1) Not applicable. (2) Not applicable. (3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. (b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. (c) None.

Form 10-K Summary

Item 16. Form 10-K Summary. Not Applicable. SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:

(b) of Regulation AB. Significant Obligors of Pool

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information). Not Applicable.

(b)(2) of Regulation AB. Credit Enhancement and Other

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers). Not Applicable.

(b) of Regulation AB. Certain Derivatives Instruments

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information). Not Applicable.

of Regulation AB. Legal Proceedings

Item 1117 of Regulation AB. Legal Proceedings. Except as described below, no legal proceedings are pending against any of VW Credit, Inc. (in its capacity as the sponsor (the “Sponsor”), in its capacity as an originator contemplated by Item 1110(b) of Regulation AB (the “Originator”), in its capacity as servicer (the “Servicer”) and in its capacity as administrator of Volkswagen Auto Loan Enhanced Trust 2023-2 (the “Issuing Entity”)), Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Depositor”), Citibank, N.A. (the “Indenture Trustee”), U.S. Bank Trust National Association (the “Owner Trustee”), or the Issuing Entity or of which any property of the foregoing is the subject that are or would be material to holders of the asset-backed notes (the “Notes”) or the asset-backed certificate (the “Certificate”). No such proceedings are known to be contemplated by governmental authorities. VW Credit and its affiliates are parties to, or are periodically otherwise involved in, reviews, investigations, and proceedings (both formal and informal), and information gathering requests by various federal, state and local government authorities. U.S. Bank Trust National Association, as the Owner Trustee has provided the following information for inclusion in this report on Form 10-K: 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

of Regulation AB. Affiliations and Certain Relationships

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

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. The Servicer and the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the Depositor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicer and the Indenture Trustee has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K. Neither the Indenture Trustee’s Servicing Assessment Report nor the Indenture Trustee’s Attestation Report has identified any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee. The Servicer complied in all material respects with the servicing criteria applicable to it.

of Regulation AB. Servicer Compliance Statement

Item 1123 of Regulation AB. Servicer Compliance Statement. The Servicer has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing agreement (a “Compliance Statement”), signed by an authorized officer of the Servicer. The Compliance Statement is attached as Exhibit 35.1 to this Form 10-K. EXHIBIT INDEX Exhibit 31.1 Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d). Exhibit 33.1 Report on Assessment of Compliance with Applicable Servicing Criteria of VW Credit, Inc. Exhibit 33.2 Report on Assessment of Compliance with the Servicing Criteria of Citibank, N.A. Exhibit 34.1 Attestation Report on Assessment of Compliance with the Servicing Criteria of Baker Tilly US, LLP, on behalf of VW Credit, Inc. Exhibit 34.2 Attestation Report on Assessment of Compliance with the Servicing Criteria of KPMG LLP, on behalf of Citibank, N.A. Exhibit 35.1 Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2025.

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Depositor has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 26, 2026 VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2023-2 By: VW Credit, Inc., as Servicer By: /s/ Garett Miles Garett Miles Head of Securitization and Assistant Treasurer (senior officer in charge of the servicing function)

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