VW Lease Trust 2025-B: Trustee Litigation Looms, Operations Stable

TL;DR

**Holders of Volkswagen Auto Lease Trust 2025-B notes should monitor trustee litigation closely, as ongoing legal battles for U.S. Bank N.A. and Deutsche Bank Trust Company Delaware could introduce unforeseen administrative risks, despite the trust's clean operational bill.**

AI Summary

Volkswagen Auto Lease Trust 2025-B, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no direct revenue or net income as it is a pass-through trust. The filing primarily details compliance with Regulation AB and discloses ongoing legal proceedings involving its trustees. Specifically, U.S. Bank N.A., as UTI Trustee, SUBI Trustee, and Administrative Trustee, is involved in multiple residential mortgage-backed securities (RMBS) and student loan-backed securities lawsuits, denying liability and vigorously contesting claims. Deutsche Bank Trust Company Delaware, as Owner Trustee, is also a defendant in six RMBS-related cases, having settled two, obtained summary judgment in one, and actively litigating two others, including one with Commerzbank AG and another with IKB International, S.A. The trust itself, Volkswagen Auto Lease Trust 2025-B, has no material legal proceedings pending against it. The Servicer, VW Credit, Inc., and the Indenture Trustee, Citibank, N.A., both reported material compliance with servicing criteria, with no identified instances of noncompliance.

Why It Matters

This 10-K is crucial for investors in Volkswagen Auto Lease Trust 2025-B as it confirms the operational compliance of the servicer and indenture trustee, VW Credit, Inc. and Citibank, N.A. respectively, while highlighting significant legal risks associated with the trust's third-party trustees, U.S. Bank N.A. and Deutsche Bank Trust Company Delaware. These lawsuits, though not directly against the Volkswagen trust, could impact the trustees' ability to perform their duties, potentially affecting the trust's administration and indirectly influencing investor confidence in asset-backed securities. The competitive landscape for auto lease securitizations relies heavily on the perceived stability and compliance of all involved parties, making these disclosures vital for market transparency.

Risk Assessment

Risk Level: medium — The risk level is medium due to the extensive legal proceedings involving the UTI Trustee, SUBI Trustee, Administrative Trustee (U.S. Bank N.A.) and the Owner Trustee (Deutsche Bank Trust Company Delaware). While these lawsuits are not directly against Volkswagen Auto Lease Trust 2025-B, they involve significant claims, such as 'hundreds of millions of dollars in losses' in the Commerzbank AG case against Deutsche Bank Trust Company Americas, and could potentially impact the trustees' operational capacity or financial stability, thereby indirectly affecting the trust's administration.

Analyst Insight

Investors should scrutinize the legal disclosures regarding U.S. Bank N.A. and Deutsche Bank Trust Company Delaware. While the trust's direct operations appear sound, the ongoing litigation against its key trustees warrants careful monitoring for any potential ripple effects on trust administration or the broader asset-backed securities market. Consider the potential for increased administrative costs or changes in trustee services if these legal challenges escalate.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

0%

Key Numbers

• $268 million — Damages alleged by IKB (IKB alleges DBNTC and DBTCA are liable for over U.S. $268 million in damages in RMBS litigation.)

Key Players & Entities

• Volkswagen Auto Lease Trust 2025-B (company) — Issuing Entity
• VW Credit, Inc. (company) — Sponsor, Originator, Servicer, Administrator
• Volkswagen Auto Lease/Loan Underwritten Funding, LLC (company) — Depositor
• U.S. Bank Trust Company, National Association (company) — UTI Trustee, Transaction SUBI Trustee, Administrative Trustee
• Deutsche Bank Trust Company Delaware (company) — Owner Trustee
• Citibank, N.A. (company) — Indenture Trustee
• Commerzbank AG (company) — Plaintiff in RMBS litigation against Deutsche Bank Trust Company Americas
• IKB International, S.A. in Liquidation (company) — Plaintiff in RMBS litigation against Deutsche Bank Trust Company Americas
• The National Collegiate Student Loan Master Trust I (company) — Plaintiff in student loan litigation against U.S. Bank N.A.
• Baker Tilly US, LLP (company) — Registered public accounting firm for Servicer Attestation Report

FAQ

Risk Factors

• RMBS Litigation Against Trustees [high — legal]: U.S. Bank N.A. and Deutsche Bank Trust Company Delaware are involved in numerous lawsuits related to RMBS and student loan-backed securities. U.S. Bank N.A. denies liability in multiple cases, while Deutsche Bank Trust Company Delaware has settled two cases, won one summary judgment, and is actively litigating two others, including one where IKB International, S.A. alleges over $268 million in damages.
• Trust's Lack of Direct Legal Proceedings [low — legal]: While its trustees are involved in significant litigation, the Volkswagen Auto Lease Trust 2025-B itself has no material legal proceedings pending against it. This insulates the trust directly from the outcomes of these trustee-level lawsuits.

Industry Context

The auto lease securitization market is a significant component of the broader asset-backed securities (ABS) market. It allows auto finance companies to access capital markets for funding by pooling lease receivables. The industry is sensitive to interest rate fluctuations, economic conditions affecting consumer spending, and regulatory scrutiny, particularly concerning disclosure and servicing standards.

Regulatory Implications

The ongoing litigation involving the trustees highlights potential regulatory risks associated with the management and disclosure practices in securitization. While the trust itself is not directly sued, the outcomes of these cases could impact the reputation and operational stability of the entities involved, potentially leading to increased oversight or stricter compliance requirements in the future.

What Investors Should Do

1. Monitor trustee litigation outcomes
2. Review compliance reports from Servicer and Indenture Trustee

Glossary

Regulation AB

A U.S. Securities and Exchange Commission regulation that governs the disclosure requirements for asset-backed securities offerings. (The filing indicates compliance with Regulation AB, which is crucial for transparency in securitization.)

Pass-through trust

A type of trust where the principal and interest payments collected from underlying assets are passed directly to the investors, minus any fees. (Explains why Volkswagen Auto Lease Trust 2025-B has no direct revenue or net income.)

RMBS

Residential Mortgage-Backed Securities are bonds backed by pools of residential mortgages. (Key to understanding the nature of the lawsuits involving the trust's trustees.)

UTI Trustee

Trustee responsible for the Uniform Trust Indenture, a standard document used in debt offerings. (U.S. Bank N.A. holds this role and is involved in litigation.)

SUBI Trustee

Trustee responsible for a Special Unit of Beneficial Interest, often used in securitization structures. (U.S. Bank N.A. holds this role and is involved in litigation.)

Owner Trustee

A trustee appointed to hold legal title to the assets in a trust on behalf of the beneficiaries (investors). (Deutsche Bank Trust Company Delaware serves as the Owner Trustee and is involved in RMBS litigation.)

Servicer

The entity responsible for collecting payments from the underlying assets, managing defaults, and distributing funds to investors. (VW Credit, Inc. is the servicer and reported material compliance.)

Indenture Trustee

A trustee appointed to represent the interests of bondholders in a debt issuance. (Citibank, N.A. is the Indenture Trustee and reported material compliance.)

Year-Over-Year Comparison

As this is the initial filing for Volkswagen Auto Lease Trust 2025-B, a comparison to a previous filing is not applicable. Key disclosures focus on the compliance of the servicer and indenture trustee, and the extensive litigation involving the trust's other trustees, U.S. Bank N.A. and Deutsche Bank Trust Company Delaware.

Key Financial Figures

• $268 million — BNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC a

Filing Documents

• tm261240d8_10k.htm (10-K) — 67KB
• tm261240d8_ex31-1.htm (EX-31.1) — 6KB
• tm261240d8_ex33-1.htm (EX-33.1) — 53KB
• tm261240d8_ex33-2.htm (EX-33.2) — 17KB
• tm261240d8_ex34-1.htm (EX-34.1) — 10KB
• tm261240d8_ex34-2.htm (EX-34.2) — 9KB
• tm261240d8_ex35-1.htm (EX-35.1) — 5KB
• image_001.jpg (GRAPHIC) — 10KB
• tm261240d8_ex34-1img001.jpg (GRAPHIC) — 3KB
• tm261240d8_ex34-2img001.jpg (GRAPHIC) — 3KB
• tm261240d8_ex34-2img002.jpg (GRAPHIC) — 2KB
• tm261240d8_ex34-2img003.jpg (GRAPHIC) — 2KB
• 0001104659-26-035014.txt ( ) — 195KB

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 Lease Trust 2025-B (the “Issuing Entity”)), Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Depositor”), Citibank, N.A. (the “Indenture Trustee”), VW Credit Leasing, Ltd. (the “Origination Trust”), Deutsche Bank Trust Company Delaware (the “Owner Trustee”), U.S. Bank Trust Company, National Association (in its capacity as UTI trustee (the “UTI Trustee”), in its capacity as transaction SUBI trustee (the “Transaction SUBI Trustee”) and in its capacity as administrative trustee (the “Administrative 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. UTI Trustee, SUBI Trustee and Administrative Trustee Litigation U.S. Bank Trust Company, National Association, as the UTI Trustee, SUBI trustee and the Administrative 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 cert

of Regulation AB. Affiliations and Certain Relationships

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions. The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all of the pool assets owned by the Issuing Entity. The Sponsor is also the Servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the Servicer. The Issuing Entity was formed by the Depositor. VW Credit, Inc. is the Administrator of the Issuing Entity and the Depositor is the holder of the Issuing Entity’s Certificate, representing the residual interest in the Issuing Entity. The Sponsor is settlor and initial beneficiary of the Origination Trust. The asset pool represents a portfolio of assets held by the Origination Trust in which the Issuing Entity holds a beneficial interest. Other than as specified in this Item above, none of VW Credit, Inc., the Depositor, the Origination Trust or the Issuing Entity is an affiliate of any of the following parties, and, except as described below, none of the following parties are affiliates of any of the other following parties: (1) Indenture Trustee. (2) Owner Trustee. (3) U.S. Bank Trust Company, National Association (in its capacities as UTI Trustee, Transaction SUBITrustee and Administrative Trustee). (4) Delaware Trustee. There are no significant obligors contemplated by Item 1112 of Regulation AB, enhancement or support providers contemplated by Item 1114 or 1115 of Regulation AB, or other material parties related to the Notes contemplated by Item 1101(d)(1) of Regulation AB. In addition, to the best of our knowledge, there are no business relationships, agreements, arrangements, transactions or understandings entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction involving the issuance of the Notes an

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 for Asset-Backed Securities of VW Credit, Inc. Exhibit 33.2 Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Citibank, N.A. Exhibit 34.1 Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Baker Tilly US, LLP, on behalf of VW Credit, Inc. Exhibit 34.2 Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of KPMG, 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 LEASE TRUST 2025-B 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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