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Toyota Auto Finance Receivables LLC

01/15/2026 | Press release | Distributed by Public on 01/15/2026 15:21

Material Agreement (Form 8-K)

Item 1.01
Entry into a Material Definitive Agreement.
On January 13, 2026, Toyota Auto Finance Receivables LLC ("TAFR LLC") and Toyota Motor Credit Corporation ("TMCC") entered into an Underwriting Agreement with BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Lloyds Securities Inc., MUFG Securities Americas Inc. and SG Americas Securities, LLC, acting on behalf of themselves and as representatives of the several underwriters named therein, for the sale of certain notes of Toyota Auto Receivables 2026-A Owner Trust, a Delaware statutory trust (the "Trust"). The Trust will issue the following classes of notes in the following amounts: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $383,000,000; (ii) Class A-2a Asset-Backed Notes in the aggregate original principal amount of $470,000,000; (iii) Class A-2b Asset-Backed Notes in the aggregate original principal amount of $202,800,000; (iv) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $672,800,000; (v) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $123,900,000; and (vi) Class B Asset-Backed Notes in the aggregate original principal amount of $47,500,000 (collectively, the "Notes") on or about January 21, 2026 (the "Closing Date"). Attached as Exhibit 1.1 is the Underwriting Agreement.
Item 8.01
Other Events.

On the Closing Date, (a) TMCC, as seller, and TAFR LLC, as purchaser, will enter into a Receivables Purchase Agreement, to be dated as of the Closing Date (the "Receivables Purchase Agreement"), pursuant to which TMCC will transfer certain motor vehicle retail installment sales contracts (the "Receivables") to TAFR LLC; (b) TAFR LLC, as seller, TMCC, as servicer (in such capacity, the "Servicer") and sponsor, and the Trust, as issuer, will enter into a Sale and Servicing Agreement, to be dated as of the Closing Date (the "Sale and Servicing Agreement"), pursuant to which TAFR LLC will transfer the Receivables to the Trust and the Receivables will be serviced by the Servicer; (c) TAFR LLC and Wilmington Trust, National Association, as owner trustee (the "Owner Trustee"), will enter into an amended and restated agreement of the Trust, to be dated as of the Closing Date (the "Amended and Restated Trust Agreement"); (d) the Trust, TMCC, as Servicer and administrator (in such capacity, the "Administrator"), and Clayton Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"), will enter into an Asset Representations Review Agreement, to be dated as of the

Closing Date (the "Asset Representations Review Agreement"), relating to the review of certain representations relating to the Receivables; (e) the Trust, as issuer, and U.S. Bank National Association, as indenture trustee (in such capacity, the "Indenture Trustee") and securities intermediary (in such capacity, the "Securities Intermediary"), will enter into an Indenture, to be dated as of the Closing Date (the "Indenture"), pursuant to which the Trust will issue the Notes; (f) the Administrator, the Trust and the Indenture Trustee will enter into an Administration Agreement, to be dated as of the Closing Date (the "Administration Agreement"), relating to the provision by the Administrator of certain services for the Trust; and (g) TAFR LLC, as pledgor, the Indenture Trustee, as secured party, and the Securities Intermediary will enter into a Securities Account Control Agreement, to be dated as of the Closing Date (the "Securities Account Control Agreement"), related to the pledge and grant of "control" (as such term is defined in the Uniform Commercial Code as in effect on the Closing Date in New York) of the Reserve Account to the Indenture Trustee, on behalf of the holders of the Notes.

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements to be executed in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement. Attached as Exhibit 4.1 is the form of the Amended and Restated Trust Agreement, as Exhibit 4.2 is the form of the Indenture, as Exhibit 4.3 is the form of the Sale and Servicing Agreement, as Exhibit 4.4 is the form of the Receivables Purchase Agreement, as Exhibit 4.5 is the form of the Administration Agreement, as Exhibit 4.6 is the form of the Securities Account Control Agreement, and as Exhibit 4.7 is the form of the Asset Representations Review Agreement.

In connection with the offering of the Notes, the chief executive officer of the registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certifications are included in the Depositor Certification attached as Exhibit 36.1, which is being filed as an exhibit to this Current Report on Form 8-K in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

Toyota Auto Finance Receivables LLC published this content on January 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 15, 2026 at 21:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]