[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_101":102},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","wr4xqsdpy51mth19jd8dawagg","revision",2,"title","福特信贷发行6.35亿美元2026-3系列资产支持票据","originalTitle","FORD CREDIT FLOORPLAN MASTER OWNER TRUST A (0001159408) (Filer)","summary","福特信贷发行2026-3系列资产支持票据，总规模6.35亿美元，分为A、B、C、D四档，利率分别为5.40%、5.56%、5.75%、6.00%。预期最终支付日为2029年10月15日，资产池由经销商应收账款组成，包含信用增级措施，同时披露多项风险因素。","reason","福特信贷发行2026-3系列资产支持票据，涉及6.35亿美元规模，包含A、B、C、D四档，利率分别为5.40%、5.56%、5.75%、6.00%，预期最终支付日为2029年10月15日，存在信用增级和多种风险提示。","source",{"_12":92,"_93":94,"_9":95,"_96":42,"_97":98,"_99":100},"links",{"_89":90,"_78":91},"publishedAt","2026-10-08T19:23:00.000Z","discoveredAt","2026-10-08T19:51:56.313Z","timelineAt","category","tip","tags",[83,84,85,86,87,88],"stockSymbols",[],"score",63,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","f1JAxHwTvxc0",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","9aa09819-3845-4f7d-a6e7-63b407d29fc1","福特信贷发行多系列资产支持证券",{"_73":74,"_16":75},"

根据规则424(b)(2)提交
\n注册声明编号 333-283567, 333-283567-01 和 333-283567-02

$\"\"$

$635,526,000

2026-3系列\n资产支持票据

福特信贷楼层计划主业主信托A

发行实体或信托

(CIK: 0001159408)

\n \n \n \n

福特信贷\n 楼层计划公司

福特信贷\n 楼层计划有限责任公司

存款人

(CIK: 0000872471 和 0001061198)

福特汽车\n 信贷公司有限责任公司

发起人和服务商

(CIK: 0000038009)

\n \n \n \n \n \n \n

在购买任何票据之前，请确保您了解其结构和相关风险。您应仔细阅读本招股说明书第22页开始的风险因素说明。

这些票据仅是发行实体的债务，不会是发起人、存款人或其任何关联方的债务或权益。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

信托将发行：	本金 \n 金额	利息\n 率	预计\n 最终 \n 支付日期	最终 \n 到期日期
A类票据\t	$ 600,000,000	5.40%	2029年10月\n 15日	2031年10月\n 15日
B类\n 票据\t	35,526,000	5.56%	2029年10月\n 15日	2031年10月\n 15日
C类\n 票据⁽¹⁾\t	31,579,000	5.75%	2029年10月\n 15日	2031年10月\n 15日
D类\n 票据⁽¹⁾\t	23,684,000	6.00%	2029年10月\n 15日	2031年10月\n 15日
总计\t	$ 690,789,000

⁽¹⁾	C类和D类票据不通过本招股说明书进行发行。

·        信托的主要资产是与汽车经销商购买和融资新车、二手车、卡车和多功能车库存相关的循环应收款池。

·        信托将在每月15日支付利息，并在预计最终支付日后支付逐步增加的金额（如15日不是营业日，则为下一个营业日）。首次支付日期为2026年11月16日。在某些情况下，也可能对票据支付补偿性付款。

·        信托预计将在预计最终支付日支付票据本金。除非发生摊销事件或行使选择性赎回权，否则在预计最终支付日之前不会支付票据本金。

\n\n

票据的信用增强将包括储备账户、优先级分层、存款人部分权益的优先级分层以及超额利差。

所发行票据的定价条款为：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	对\n 公众的定价	承销折扣	给存款人的\n 收益⁽¹⁾
A类\n 票据\t	99.98415%	0.250%	99.73415%
B类\n 票据\t	99.99412%	0.300%	99.69412%
总计\t	$635,428,811.07	$1,606,578.00	$633,822,233.07

______________

⁽¹⁾

在扣除估计为50万美元的费用和所发行票据的注册费用后，
\n 不包括因向关联方销售而由承销商向存款人返还的任何销售让步。

neither the Securities and Exchange Commission nor any state\nsecurities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete. Any\nrepresentation to the contrary is a criminal offense.

联合簿记管理人

\n \n \n \n \n

巴克莱

德意志银行证券

瑞穗

\n \n \n \n

BMO资本市场

摩根大通

联合经理

\n \n \n \n \n \n \n

BBVA	美国银行
独立点证券	Ramirez & Co., Inc.

本招股说明书的日期为2026年10月6日

阅读本招股说明书	4
前瞻性声明	4
致英国投资者的通知	4
致欧洲经济区投资者的通知	5
交易结构图	7
交易信用增强图	8
交易付款图	9
交易参与方和文件图	11
概要	12
风险因素概要	20
风险因素	22
发起人和服务商	40
一般情况	40
发起人和服务商的评级	41
证券化经验	41
经销商展厅计划应收款的证券化计划	42
发起和承销	42
发起和承销政策和程序的重大变化	46
服务经验	46
服务和经销商关系	47
经销商展厅计划组合表现	50
服务政策和程序的重大变化	53
要求从信托池回购应收款	53
信托财产	53
信托资产	53
指定账户中的应收款	54
合格账户	54
额外指定账户	55
账户重新指定	55
应收款及相关权益的出售	56
信托池	57
存款人的信托池审查	62
关于应收款的陈述	64
回购应收款的义务	65
资产陈述审查	66
回购请求的争议解决	68
池余额、存款人金额和分配	69
所需的池余额	69
所需的存款人金额	70
投资者百分比和存款人百分比	70
收款的分配和应用	71
违约应收款和用于支付利息的本金收款	72
超额资金账户	73
票据的描述	73
一般情况	74
利息和逐步增加金额的支付	74
本金的支付	74

投资者百分比	75
选择性赎回	76
全额支付	76
可获得的存款人收款	76
投资者收款的应用	78
违约应收款和用于支付利息的本金收款	85
不合格应收款和过度集中金额	85
服务费	87
组别	87
摊销事件	88
违约事件和加速	89
契约的满足和解除	91
契约和契约补充的修改	91
系列重新开放	92
新发行	93
票据持有人沟通	93
无纸化登记	94
计算未偿本金金额	95
交易参与方持有的票据	95
信用增强	95
储备账户	95
优先级次级	96
可获得的次级金额	96
超额收益	98
信用风险留存	99
服务	99
服务义务	99
服务程序和服务商承诺	100
服务费用	101
信托银行账户	101
收款存入	101
福特信贷的托管义务	102
责任限制	102
销售和服务协议及应收款购买协议的修改	102
服务商的辞职和终止	103
备用服务商	104
继任服务商	105
月度报告	105
年度合规报告	107
交易参与方	107
存款人	107
发行实体	108
管理人	109
所有权受托人	110
契约受托人	111
备用服务商	113
资产陈述审查人	113
关联方和相关交易	115
交易费用和开支	115

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

资金使用	116
法律诉讼	116
重要的法律考虑事项	116
应收款的销售	116
破产考虑事项	117
多德-弗兰克法案	119
税务考虑事项	121
一般事项	121
信托的税务性质	122
票据的税务性质和处理	122
州和地方税	124
ERISA考虑事项	125
一般投资考虑事项	125
禁止交易	125

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

不受ERISA或国内税收法典约束的受益人计划	127
承销	127
英国	129
欧洲经济区	129
欧洲经济区和英国的证券化要求	129
法律意见	130
您可在何处找到更多信息	130
文件引用的纳入	130
定义术语索引	132
附录A：其他已发行和未偿系列	A-1
附录B：信托池三个月平均月本金支付率	B-1

阅读本招股说明书

本招股说明书包含有关福特信贷楼层计划主业主信托A和由信托发行的2026-3系列票据的信息。您只能依赖本招股说明书或其中引用的信息，以及提交给证券交易委员会（\"SEC\"）的本证券化交易注册声明中包含的任何信息，该注册声明包括本招股说明书。福特信贷未授权任何人向您提供不同的信息。

本招股说明书从以下简要介绍部分开始：

交易\n 图表 — 分开的图表展示了本证券化交易的结构、可用于票据的信用增强、交易付款以及每个交易参与方和交易文件在本证券化交易中的作用，

摘要\n — 提供该系列的概述，信托的资产，该系列的现金流以及该系列可用的信用增强措施，和

风险\n 因素 — 描述投资票据的实质性风险。

此招股说明书的其他部分包含更多关于该系列及其结构的详细信息。交叉引用会引导您查看有关特定主题或相关信息的更多细节。目录包含对关键主题的引用。

定义术语的索引在本招股说明书的末尾。

前瞻性声明

本招股说明书中任何预测、期望和估计均非历史性质，而是基于福特信贷和存款人认为合理的信息和假设的前瞻性声明。前瞻性声明涉及尚未发生的状况和事件，因此它们是不确定的，并可能与实际事件有重大差异。福特信贷或任何存款人均无义务在本招股说明书日期后更新或修订任何前瞻性声明，包括经济状况的变化、投资组合或资产池的表现或其他情况或发展，除非适用法律另有要求。

致英国投资者的通知

这些票据无意向英国的任何零售投资者提供、出售、分发或以其他方式提供，并且不应向英国的任何零售投资者提供、出售、分发或以其他方式提供（\"英国\"）。就本通知而言，英国的零售投资者是指不是以下任何一种（或两者）的人：(i) 根据法规（EU）第600/2014号第2(1)条第(8)点定义的专业客户，该法规根据欧洲联盟（退出）法案2018（经修订，简称\"EUWA\"）成为英国国内法的一部分；或(ii) 根据《2024年公共发行和上市交易规章》（经修订，简称\"POATRS\"）第1章第15段定义的合格投资者（\"英国合格投资者\"）。\n

因此，根据英国金融行为监管局（\"FCA\"）的《产品披露指南》（\"DISC\"）要求，为向英国的零售投资者提供、出售或分发票据或以其他方式向其提供而准备的任何披露文件均未准备，因此在英国向任何英国的零售投资者提供、出售或分发票据或以其他方式向其提供可能违反DISC和《2024年消费者综合投资（指定活动）规章》。\n

本招股说明书并非根据《POATRS》或英国金融行为监管局采用的《规则和指南手册》中的《受监管市场准入指南》的目的而作为招股说明书。本招股说明书是基于在英国提供票据的任何要约仅针对英国合格投资者而准备的。因此，任何在英国提出或打算提出本招股说明书所涉票据要约的人，只能针对英国合格投资者进行。信托、存款人或任何承销商均未授权，也不授权向英国合格投资者以外的任何人提供票据的任何要约。

本招股说明书仅针对英国的以下人员：(I) 根据《金融监管法》（FSMA）有权开展受监管活动的人员，(II) 在投资相关事项上有专业经验并根据《英国金融服务业和市场法2000年（金融推广）令2005年》（“FPO”）第19(5)条被认定为投资专业人员的人员，(III) 根据FPO第49(2)条被认定为高净值公司、未注册协会、合伙企业或受托人的人员，或 (IV) 本招股说明书可合法定向的其他人员（统称为“相关人士”）。在英国，非相关人士不得依据或依赖本招股说明书，只有相关人士方可投资本票据。在英国，与本招股说明书或票据相关的任何投资活动仅限于相关人士进行。向英国任何非相关人士传达本招股说明书是未经授权的，可能违反FSMA。

英国的潜在投资者应注意到，英国监管体系提供的所有或大部分保护将不适用于本票据的投资，且根据英国金融服务赔偿计划，不会提供赔偿。

致欧洲经济区投资者的通告

本票据无意向欧洲经济区（“EEA”）内的任何欧盟零售投资者提供、出售或以其他方式提供，且不应向任何欧盟零售投资者提供、出售或以其他方式提供。就本目的而言，欧盟零售投资者是指符合以下条件之一的人员：(I) 根据指令2014/65/EU（经修订，以下简称“MIFID II”）第4(1)条第(11)点定义的零售客户；(II) 根据指令（EU）2016/97（经修订）定义的客户，如果该客户不符合MIFID II第4(1)条第(10)点定义的专业客户；或 (III) 根据条例（EU）2017/1129（经修订，以下简称“欧盟招股说明书条例”）第2条定义的“欧盟合格投资者”（“EU合格投资者”）。

因此，根据条例（EU）第1286/2014号（经修订，以下简称“PRIIPS条例”）为向EEA内的欧盟零售投资者提供或出售本票据或以其他方式提供本票据而要求的关键信息文件尚未准备，因此根据PRIIPS条例，向EEA内的任何欧盟零售投资者提供或出售本票据或以其他方式提供本票据可能是非法的。

本招股说明书并非根据欧盟招股说明书条例发布的招股说明书。本招股说明书是基于以下前提编制的：在EEA内，本票据的任何发行仅针对被视为欧盟合格投资者的个人或法律实体。因此，任何打算或正在根据本招股说明书描述的本票据在EEA内进行发行的人，只能针对欧盟合格投资者进行。EEA内的信托、存款人或任何承销商均未授权，也不授权向除一个或多个欧盟合格投资者以外的任何人发行本票据。

交易结构图

此图是对系列2026-3及其可用的信用增强的简化概述。您应仔细阅读本招股说明书以获取有关该系列的更多细节。

$\"\"$

⁽¹⁾

超额\n 利差是指分配给该系列的利息收入超过分配给该系列的票据利息支付和信托的高级费用和开支的部分。\n

⁽²⁾

该\n 存款人利息将由存款人持有，并代表未分配给该系列的信托财产的利息。与可获得的次级金额相等的部分存款人利息将次级于票据。\n

⁽³⁾

该\n 存款人将在交割日向储备账户存入3,453,945.00美元。所需存入储备账户的金额是2026-3票据的初始票据余额的0.50%，除非存款人在次级提升期选择增加储备账户的金额，或发生导致每月本金支付的摊销事件，此时所需储备账户金额将增加。\n

⁽⁴⁾

所有\n 除D类票据外的票据都将受益于更下级类别的次级于更高级类别的安排。次级安排取决于是否支付利息或本金，是否发生了导致每月本金支付的摊销事件，以及是否发生了导致加速的违约事件。有关次级安排的更多详情，请阅读“票据描述 —— 投资者收款的应用 —— 利息、费用和其他项目的支付”以及“票据描述 —— 投资者收款的应用 —— 本金的支付”以及“信用增强 —— 次级安排”。\n

交易\n 信用增强图\n

该图\n 是该系列在交割日可用的信用增强的简化概述，以及信用增强如何用于抵消应收款的损失。您应完整阅读该招股说明书，包括“信用增强”，以了解有关该系列可用信用增强的更多详情。\n

$\"\"$

⁽¹⁾

所有票据除D类票据外都受益于更下级类别对更高级类别的次级安排。次级安排取决于是否支付利息或本金，是否发生了导致每月本金支付的摊销事件，以及是否发生了导致加速的违约事件。有关次级安排的更多详情，请阅读“票据描述 —— 投资者收款的应用 —— 利息、费用和其他项目的支付”以及“票据描述 —— 投资者收款的应用 —— 本金的支付”以及“信用增强 —— 次级安排”。

⁽²⁾

存款人利息的一部分，或“可获得的次级金额”，将被次级化。初始次级金额将等于98,684,142.86美元，这大约是初始票据余额的14.29%，加上第一次确定日的任何增量次级金额。在次级化上调期间，可获得的次级金额将增加，除非存款人在该期间选择增加需存入储备账户的金额，且可能不时受到其他减少和增加的影响。

⁽³⁾

存款人将在交割日向储备账户存入3,453,945.00美元。要求存入储备账户的金额是系列2026-3票据初始票据余额的0.50%，除非存款人在次级化上调期间选择增加储备账户中的金额，或发生摊销事件，此时储备账户所需金额将增加。

⁽⁴⁾

本系列的超额利差是指分配给本系列的利息收入超过本系列的票据利息支付以及信托的高级费用和开支的金额。

交易支付图示

此图示展示了可获得的投资者利息收入在每个支付日如何支付。您应完整阅读本招股说明书，包括“票据描述——投资者收入的应用”，以了解更多关于本系列可获得的投资者利息收入支付的详细信息。

$\"\"$

此图示展示了可获得的投资者本金收入在每个支付日如何支付。您应完整阅读本招股说明书，包括“票据描述——投资者收入的应用”，以了解更多关于本系列可获得的投资者本金收入支付的详细信息。

$\"\"$

交易参与方和文件图示

此图示展示了本证券化交易中每个交易参与方和每个交易文件的作用。您应完整阅读本招股说明书，包括“交易参与方”、“信托财产”、“票据描述”和“服务”，以了解更多关于本证券化交易中每个交易参与方和每个交易文件的作用的详细信息。

$\"\"$

概要

此概要描述了系列2026-3票据的发行和支付的主要条款、信托的资产、系列的现金流以及为该系列提供的信用增强。它不包含您在决定购买任何票据时应考虑的所有信息。为了充分了解票据和交易结构的条款，您应完整阅读本招股说明书，特别是从第22页开始的“风险因素”。

交易概述

信托是一个主信托，拥有由汽车经销商购买和融资新车、二手车、卡车和多功能车库存所产生的循环应收款池。信托将在交割日向存款人发行由该循环应收款池支持的系列2026-3票据。存款人将向承销商出售所发行的票据，承销商将向投资者发行和出售所发行的票据。

交易参与方

信托的发起人、服务商和管理人

福特汽车信贷公司有限责任公司，或“福特信贷”，是一家特拉华州有限责任公司，也是福特汽车公司（或“福特”）的全资子公司。

存款人

福特信贷楼层计划公司，或“FCF公司”，是一家特拉华州公司，以及福特信贷楼层计划有限责任公司，或“FCF有限责任公司”，是一家特拉华州有限责任公司，是由福特信贷全资拥有的特殊目的公司。

发行实体或信托

福特信贷楼层计划主业主信托A，或“信托”，是一家根据存款人和业主受托人之间的信托协议设立的特拉华州法定信托。

业主受托人

美国银行信托国家协会

债券受托人

摩根大通银行

备用服务商

Computershare信托公司，N.A.，或“Computershare信托公司”。

资产表述审查人

Clayton固定收益服务有限责任公司

如需了解有关交易各方及其在此次证券化交易中的角色的更多信息，您应阅读“发起人和服务商”和“交易各方”。

交割日

信托预计将于2026年10月16日左右，或“交割日”，发行2026-3系列的债券。

债券

信托将发行以下2026-3系列的债券：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	本金金额	利率
A类\t	$	600,000,000	5.40%
B类\t	$	35,526,000	5.56%
C类⁽¹⁾\t	$	31,579,000	5.75%
Class\n D⁽¹⁾\t	$	23,684,000	6.00%

\n\n

⁽¹⁾

该说明书未提供Class C和Class D的说明。

Class A和Class B的说明由该说明书提供，也被称为\"发行说明\"，并与Class C和Class D的说明一起，称为\"2026-3系列说明\"或\"说明\"。

存款人最初将保留Class C和Class D的说明和信托中的存款人权益。

2026-3系列说明将根据信托与受托人之间将签订的契约和契约补充协议发行，或称为\"契约补充协议\"。

信托预计将在下表所示的预期最终付款日全额支付2026-3系列说明的本金：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	\n 预期最终\n \n付款日期	\n 最终\n \n到期日期
Class A	10月15日，2029年	10月15日，2031年
Class B	10月15日，2029年	10月15日，2031年
Class C	10月15日，2029年	10月15日，2031年
Class D	10月15日，2029年	10月15日，2031年

在预期最终付款日之前，说明不会支付本金，除非（a）发生摊销事件，之后将在每个付款日按月支付本金，或（b）行使选择性赎回权，届时说明（包括所有应计未付利息、本金、适用的补偿支付或阶梯增加金额以及根据契约补充协议应支付的信托所有费用和开支）将全额支付。在预期最终付款日之后，说明的本金可能会被支付。

如果说明在预期最终付款日未全额支付，\"阶梯增加金额\"将在每个说明类别上按年\"阶梯增加率\"支付，该利率等于相关利率减去0.01%。

有关每个付款日本金支付的更多细节，请阅读“说明描述—本金支付”。

有关利息支付和阶梯金额的更多详情，请阅读“票据说明——利息和阶梯金额的支付”。

形式和最小面额

票据将以簿记形式发行。所发行的票据的最小面额为1,000美元，并且以1,000美元的整数倍提供。

支付日期和阶梯金额；利息计算

信托将在“支付日期”支付利息，并在预期最终支付日期之后支付票据的阶梯金额，这些支付日期将是每个月的15日（如果该日不是营业日，则为下一个营业日）。第一个支付日期将是2026年11月16日。

票据的利息和任何相关阶梯金额将按照“30/360”方式计算，从上月15日到本月15日（或者对于第一个期间，从结算日到2026年11月15日）。\n

选择性赎回

在信托选择赎回票据的情况下，票据将可以被全部赎回，但不能部分赎回，具体如下：(a) 在预期最终支付日期之前的第二个支付日期开始的任何支付日期，或“票据赎回期”内，无需支付补偿金；或(b) 在任何更早的支付日期，需支付补偿金。

在行使选择性赎回权并支付足以全额支付票据的金额（包括所有应计未付利息、本金、适用的补偿金或阶梯金额以及信托根据补充契约应支付的所有费用和开支）后，票据将被全额赎回并支付。

有关选择性赎回的更多信息，请阅读“票据说明——选择性赎回”。

补偿金支付

如果在票据赎回期开始前，由于信托行使赎回票据的权利，导致在票据赎回期之前进行本金支付，将产生补偿金支付。

有关补偿金支付的更多详情，请阅读“票据说明——补偿金支付”。

信托财产

信托的主要资产是一个由指定给信托的账户中产生的应收款及相关资产组成的循环池。2026年6月30日，应收款的总本金余额为172,023,865,84.91美元。指定账户的数量为2,882个。

有关信托中账户和应收款的更多信息，请阅读“信托财产”。

服务

福特信贷公司将作为应收款和此次证券化交易的“服务人”。服务人负责收取和记录付款，对应收款进行必要的调整，监控经销商付款，并维护与账户和应收款相关的账簿和记录。服务人将编制关于账户和应收款、2026-3系列票据的付款情况以及信用增强措施状况的月度报告。\n

信托将每月支付服务人一笔费用，该费用等于分配给2026-3系列票据的应收款部分的1/12的1.00%。\n

有关服务人的更多信息，请阅读“发起人和服务人”。

Computershare\nTrust Company 是备用服务商。备用服务商将定期审查服务商的运营（审查频率将取决于服务商的长期无担保债务评级），接收每月的应收款数据并在每月投资者报告中确认某些信息。如果服务商辞职或被终止，备用服务商将成为继任服务商。

信托将每月支付备用服务商一笔费用，该费用等于分配给 Series 2026-3 证券的应收款部分的 0.0065% 的 1/12。

如需了解有关备用服务商的更多信息，请阅读“交易参与方 —— 备用服务商”。

收款分配

服务商将收取应收款的付款，并将这些收款存入收款账户，金额不超过在下一次支付日支付给每个系列所需的金额。每个月，服务商将把利息收款、本金收款和违约应收款的本金余额分配给：

Series 2026-3，

其他由信托发行的应收款系列，以及

\n\n\n\n\n\n\n

存款人利息。

分配给 Series 2026-3 的金额通常基于其投资金额与信托调整后的池余额的比较。该系列的初始投资金额为 6.90789 亿美元，即该系列的初始证券余额。

如需了解这些分配的更多细节，请阅读“证券描述 —— 投资者百分比”和“—\n违约应收款和用于支付利息的本金收款”。

收款应用

利息收款

在每个支付日，将把分配给 Series 2026-3 的上月利息收款按以下优先顺序进行应用：

(1)

Class A\n 利息 — 用于支付 Class A 证券的应付利息，

(2)

Class B\n 利息 — 用于支付 Class B 证券的应付利息，

(3)

Class C\n 利息 — 用于支付 Class C 证券的应付利息，

(4)

Class D\n 利息 — 用于支付 Class D 证券的应付利息，

(5)

交易\n 费用和开支 — 支付给受托人、所有者受托人和资产陈述审查人，用于该系列的费用、开支和赔偿金，以及根据信托的指示，支付该系列信托的任何开支，每年最多 37.5 万美元，

(6)

服务\n 费用 — (a) 支付给备用服务商，该系列的月度备用服务费用，以及 (b) 支付给服务商，如果福特信贷不再是服务商，则支付该系列的月度服务费用，

(7)

违约\n 应收款 — 用于补偿分配给该系列的上月违约应收款，

(8)

准备金账户 — 用于将准备金账户资金增加到所需的准备金账户金额，

(9)

先前期间违约应收款的报销 — 用于报销分配给该系列的先前月份的违约应收款，这些应收款尚未被之前报销过，

(10)

用于支付利息的本金报销 — 用于报销分配给该系列的本金收款，这些本金收款被用于支付票据的利息，

(11)

服务费 — 如果福特信贷是服务方，则为福特信贷支付该系列的每月服务费，

(12)

可获得的次级金额 — 用于将可获得的次级金额增加到所需的次级金额，

(13)

全额支付和阶梯式增加金额 — 付给票据持有人，任何票据的全额支付款项以及在预期最终付款日之后的任何阶梯式增加款项，按类别依次支付，并根据每类的应付金额按比例分配给每类，

(14)

额外交易费用和开支 — 付给契约托管人、所有者托管人、资产陈述审查人和信托，该系列所有未在上述第(5)项中支付的应付金额，

(15)

额外服务费 — 付给备用服务方，包括备用服务方作为继任服务方产生的任何剩余应付金额和过渡费用，超过备用服务方准备金账户中的金额，

(16)

超额利息共享组一 — 用于覆盖其他超额利息共享组一的系列的任何不足，和

(17)

存款人利息 — 付给信托中存款人利息的持有人。

有关利息收款应用的更多详情，您应阅读“

票据 — 投资者收款的应用 — 支付利息、费用和其他项目。”

本金收款

在每个付款日，分配给2026-3系列的本金收款的应用将取决于它是否处于循环期、所需摊销期或提前摊销期。

循环期。该系列的循环期从结清日期开始，到所需的摊销期或提前摊销期开始时结束。在循环期内，该系列不会向或累积给该系列的本金。相反，分配给该系列的本金回收款将(1) 用于支付其他在第一本金共享组中的系列的本金并进行存款，(2) 存入超额资金账户，(3) 在超额资金期间，用于覆盖《债券描述—投资者回收款的使用—支付利息、费用和其他项目》中第(1) 至(6) 项的不足，以及(4) 支付给存款人。

摊销期。该系列的所需摊销期将从预计最终付款日开始，并在以下最早发生的日期结束：(a) 提前摊销期开始前的前一天，(b) 在债券全额支付的付款日前一个月的最后一天，以及(c) 最终到期日。如果发生摊销事件，提前摊销期将开始。在所需摊销期或提前摊销期内的每个付款日，(1) 分配给该系列的本金回收款和(2) 分配给该系列下存款人利息的次级部分（在本金回收款的情况下，金额不得超过可用次级金额）将按类别依次支付给2026-3系列债券持有人。

有关本金回收款应用的更多详情，请阅读“债券描述 — 投资者回收款的使用—支付本金。”

摊销事件

如果以下所述事件发生，将开始提前摊销期。

以下“系列摊销事件”仅适用于2026-3系列：

存款人未能在五个工作日内根据销售和服务协议支付或存入所需款项，

存款人未能在重大方面遵守或履行契约或协议，或其陈述在重大方面不正确，并且在存款人收到违约通知后60天内未纠正该违约，且该违约继续对2026-3系列债券持有人在该期间应支付的金额或时间产生不利影响，

发生影响2026-3系列债券持有人应支付金额或时间的服务商终止事件，

应收账款的平均月度支付率连续三个月低于21%,

the available subordinated amount falls below the required subordinated amount\nfor five business days,

the amount in the excess funding account exceeds 70% of the sum of the adjusted\ninvested amounts of all series issued by the trust for three consecutive months, and

the notes are accelerated after an event of default.

The following \"trust amortization events\" apply to all series:

either depositor fails to designate additional eligible accounts to the trust\nto maintain the pool balance at required levels,

a bankruptcy or dissolution of a depositor, Ford Credit or Ford, and

the trust becomes subject to regulation as an \"investment company\"\nwithin the meaning of the Investment Company Act of 1940.

For more details about the amortization events, you should read \"Description\nof the Notes — Amortization Events.\"

Events of Default

Each of the following will be an \"event of default\" for the\nseries under the indenture and the indenture supplement:

the trust fails to pay interest due on any note within 35 days after a payment\ndate,

the trust fails to pay the principal of, make-whole payments on, and any accrued\nstep-up amounts on any note in full by its final maturity date,

the trust fails to observe or perform a material covenant or agreement or\nbreaches a representation in any material respect that is not corrected within a 60-day cure period, and

a bankruptcy or dissolution of the trust.

If an event of default occurs, other than because of a bankruptcy or\ndissolution of the trust, the indenture trustee or a majority of Series 2026-3 may accelerate the Series 2026-3 notes and declare\nthem immediately due and payable. If an event of default occurs because of a bankruptcy or dissolution of the trust, the Series 2026-3\nnotes will be accelerated automatically.

For more details about events of default,\nacceleration of the notes and other remedies available to noteholders after an event of default, you should read \"Description\nof the Notes — Events of Default and Acceleration.\"

Credit Enhancement

Credit enhancement provides protection for the Series 2026-3 notes\nagainst losses on the receivables and potential shortfalls in the funds available to the trust to make required payments. If the credit\nenhancement is not sufficient to cover all amounts payable on the series, the losses will be allocated first, to the

Class D notes, second, to the Class C notes, third, to the\nClass B notes, and fourth, to the Class A notes.

The enhancement described below is available only to Series 2026-3.\nThe series is not entitled to enhancement available to another series.

Reserve Account

On the closing date, the trust will deposit $3,453,945.00 in the reserve\naccount, which is 0.50% of the initial note balance of the series. If the depositors elect to increase the amount required to be in the\nreserve account during a subordination step-up period or an amortization event occurs, the amount required to be in the reserve account\nwill increase. Funds in the reserve account will be available to pay interest on the notes, senior fees and expenses for the series and\nto cover defaulted receivables if interest collections allocated to the series are insufficient.

Subordination of Notes

信托将向A类票据支付利息，然后按优先级顺序依次向其他类别的票据支付利息。在A类票据的全部应付利息支付完毕之前，信托不会向B类、C类或D类票据支付利息。

信托将按优先级顺序向每类票据支付本金。在更高级别的票据本金金额全部支付完毕之前，信托不会支付任何类别的票据本金。

存款人利息的从属性

存款人利息的一部分，或称为“可获得的从属金额”，将从属于该系列。从属金额最初将等于98,684,142.86美元，这大约是初始票据余额的14.29%，加上第一次确定日期的任何增量从属金额。在从属性提升期间，可获得的从属金额将增加，除非存款人选择在该期间增加需存入储备账户的金额，且该金额可能会不时受到其他减少和增加的影响。

利差收益

本系列的利差收益是指分配给本系列的利息收入超过本系列分配的票据利息支付以及信托的高级费用和开支的部分。本系列的任何利差收益将在每个支付日可用于覆盖支付优先顺序中的某些项目的不足，包括抵消分配给本系列的任何违约应收款的损失，并向储备账户进行必要的存款。

如需了解有关本系列信用增强的更多信息，您应阅读“信用增强”。

应收款的回购

福特信贷将就每个账户和应收款的起源、特性和条款作出陈述。如果后来发现某项陈述在作出时并不真实，那么该应收款就不符合向存款人或信托出售的条件。如果某项陈述的违反对该应收款产生了重大不利影响，存款人必须接受从信托重新分配的应收款，福特信贷必须从存款人处回购该应收款，除非在该日期之前纠正了该违反情况。

如需了解有关对账户和应收款作出的陈述以及福特信贷在这些陈述被违反时的回购义务的更多细节，您应阅读“信托财产——关于应收款的陈述”和“——回购应收款的义务”。如需了解有关资产陈述审查员可能在何时审查某些账户和应收款以确保符合陈述的更多信息，您应阅读“信托财产——资产陈述审查”。

共享组

2026-3系列将被纳入“超额利息共享组一”和“本金共享组一”。作为这些组的一部分，2026-3系列在某些情况下有权与同一组中的其他系列分享超额利息收入和共享本金收入。

如需了解有关这些组的更多信息，您应阅读“票据描述——组”。

其他系列

信托已发行了其他系列的票据，这些票据由信托财产担保。附录A总结了信托发行的每个系列的主要条款。

评级

存款人预计，所提供的票据将获得两家全国知名的统计评级机构，或“评级机构”的信用评级。

发起人还聘请了全国知名的统计评级机构对信托发行的其他系列票据进行评级，当提及其他系列的评级时，这些机构也被称为“评级机构”。

The ratings of the offered notes reflect each rating agency’s\nassessment of the likelihood of the timely payment of interest on, and the ultimate payment of principal of, the offered notes according\nto the notes’ terms. The ratings of the notes will not address the likelihood of payment of make-whole payments or step-up amounts\non the notes. Each rating agency rating the offered notes will monitor the ratings under its normal surveillance process. Ford Credit\nhas agreed to provide ongoing information about the offered notes and the receivables to each rating agency. A rating agency may change\nor withdraw an assigned rating at any time. A rating action taken by one rating agency may not necessarily be taken by another rating\nagency. No transaction party will be responsible for monitoring any changes to the ratings on the offered notes.

Tax Status

If you purchase a note, you agree by your purchase that you will treat\nyour note as debt for U.S. federal, state and local income and franchise tax purposes.

Katten Muchin Rosenman LLP will\ndeliver its opinion that, for U.S. federal income tax purposes:

the offered notes will be treated as debt to the extent the offered notes\nare treated as beneficially owned by a person other than the sponsor or its affiliates for such purposes, and

the trust will not be classified as an association or publicly traded partnership\ntaxable as a corporation.

For more information\nabout the application of U.S. federal, state and local tax laws, you should read \"Tax Considerations.\"

ERISA Considerations

The offered notes generally will be eligible for purchase by employee\nbenefit plans.

For more information about the treatment of the notes under ERISA,\nyou should read \"ERISA Considerations.\"

Credit Risk Retention

The risk retention regulations in Regulation RR under the Securities\nExchange Act of 1934, or \"Exchange Act,\" applicable to revolving pool securitizations require the sponsor, either directly or\nthrough its wholly-owned affiliates, to retain an economic interest of at least 5% in the credit risk of the receivables. The sponsor\nwill satisfy this credit risk retention requirement by causing the depositors to retain a \"seller's interest\" of not less than\n5% of the principal amount of the notes of each series, including this series.

For more information about the manner in which the risk retention\nrequirements will be satisfied, you should read \"Credit Risk Retention.\"

Investment Considerations

The trust is not registered or required to be registered as an \"investment\ncompany\" under the Investment Company Act of 1940 and, in making this determination, is relying on the exemption in Rule 3a-7\nunder the Investment Company Act of 1940, although other exclusions or exemptions may also be available to the trust. The trust is structured\nnot to be a \"covered fund\" under the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street

Reform and Consumer Protection Act, commonly known as the Volcker Rule.

Summary\nof Risk Factors

The notes are subject to certain risks\nthat you should consider before making a decision to purchase any notes. The risk factors that are material to the notes are summarized\nbelow and described in detail under \"Risk Factors.\" This summary is included to provide an overview of these risks.\nIt does not contain all of the information regarding the risks that you should consider in making your decision to purchase any notes.\nTo understand these risks fully, you should read \"Risk Factors\" starting on page 22.

Risks relating to the nature of the notes and the structure of the\ntransaction

The notes are subject to risks relating to their nature as asset-backed\nsecurities and the structure of the transaction, which could lead to shortfalls in payments or losses on your notes, adversely affect\nthe market value of your notes and/or limit your ability to resell your notes, including:

limited assets or sources of funds available to pay the notes other than the\nreceivables and related property of the trust,

in the case of junior classes of notes, subordination to the more senior classes\nof notes,

acceleration of payments on your notes due to an amortization event,

actions taken by the depositors that are adverse to the interests of noteholders\nand limited, diluted or no rights to control actions under the indenture,

the effects of the issuance of additional series on payments to the notes,\n

failure to make principal payments on the expected final payment date due\nto other series entering into amortization periods,

failure to make principal payments, step-up amounts or make-whole payments\non a note will not be events of default until the note's final maturity date,

absence of a secondary market for your notes or an insufficiently liquid secondary\nmarket for your notes,

adverse changes in the ratings on the notes or the issuance of adverse unsolicited\nratings from non-hired rating agencies, and

differences in the fluctuation of interest rates on the notes and on the receivables.

Risks relating to the trust assets

The notes are subject to risks relating to the performance of the receivables\nand other property comprising the trust assets, which could lead to shortfalls in payments or losses on your notes, adversely affect the\nmarket value of your notes and/or limit your ability to resell your notes, including:

downturns in global financial markets, levels of unemployment, interest rates,\nfuel prices, and other economic, market and social factors affecting the rate of sales of vehicles in the U.S.,

declines in the sale of dealer vehicle inventory or in dealer vehicle inventory,

changes in the dealer payment rate or higher than expected losses on the receivables,\n

ability of the servicer to change the terms of the receivables,

decreases in the credit quality of the trust property resulting from changing\nreceivables,

the security interest of the trust in a receivable or financed vehicle is\nnot perfected or is of lower priority than another security interest,

changes in the rate of sales for vehicle models or vehicle types or certain\neconomic or other factors affecting a state or region, in each case, with a high concentration of the trust’s assets,

failure by Ford to pay adjustment fees to the servicer for any in-transit\nreceivables, and

terminations of dealer financial assistance or failures to repurchase by Ford\nor Ford Credit.

Risks relating to macroeconomic, regulatory and other external factors

The notes are subject to risks relating to climate change, the broader\neconomy, legal and regulatory environment and other external factors, which could lead to shortfalls in payments or losses on your notes,\nadversely affect the market value of your notes and/or limit your ability to resell your notes, including:

climate related legislation and regulation, the physical effects of climate\nchange, and any associated reputational risk,

a significant global or regional event, such as a financial crisis, economic\ndownturn or recession, a public health crisis, epidemic or pandemic, a natural disaster or a geopolitical conflict, war or other military\nconflict, and

legal and regulatory developments affecting the automotive or financial services\nsectors.

Risks relating to the transaction parties

The notes are subject to risks relating to the various transaction parties\nthat are involved in the structuring and ongoing maintenance of the transaction and the offering of the notes, which could lead to shortfalls\nin payments or losses on your notes, adversely affect the market value of your notes and/or limit your ability to resell your notes, including:

declines in the financial condition or business prospects, including bankruptcy,\nof Ford or Ford Credit,

ability of the servicer to commingle collections with its own funds for a\ncertain period of time,

delays in collecting payments if Ford Credit is not the servicer or an insufficient\nmonthly servicing fee to attract a successor servicer, if necessary, and

cybersecurity incidents and other disruptions to the servicer’s operational\ninformation systems and security systems.

Risk\nFactors

You should consider the following risk factors\nin deciding whether to purchase any notes.

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Risks relating to the nature of the notes and the structure of the transaction:

The assets of the trust are limited and are the only source of payment for your notes	The trust will not have assets or sources of funds other than the receivables and related property that the trust owns. Credit enhancement is limited. Your notes will not be insured or guaranteed by Ford Credit or any of its affiliates or anyone else. If these assets or sources of funds are insufficient to pay your notes in full, you will incur losses on your notes.

The Class B notes will be subject to greater risk because of the sequential payment structure and subordination	The Class B notes will bear greater risk than the Class A notes because no interest will be paid on the Class B notes on any payment date until all interest on the Class A notes is paid in full on that payment date, and no principal will be paid on the Class B notes until the principal amount of the Class A notes is paid in full.

Amortization events or an exercise of the optional redemption may result in accelerated payments on your notes	If an amortization event occurs, principal of your notes may be paid earlier than expected. If interest rates at that time are lower than interest rates at the time principal would have been paid on your notes had an amortization event not occurred, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes.

	For more information about amortization events, you should read \"Description of the Notes — Amortization Events.\"

	In addition, your notes will be paid in full, but not in part, before maturity if the trust exercises the optional redemption right.

	For more information about optional redemption rights, you should read \"Description of the Notes — Optional Redemption.\"

The depositors may change certain requirements for the trust and the notes without the consent of any noteholder or other person, which may result in reduced or delayed payments on your notes	The depositors may change the overconcentration definitions, increase or reduce the supplemental subordinated percentage, and/or increase or reduce the reserve account required amount for your notes. The depositors can make these changes so long as the rating agency condition has been satisfied for each rating agency then rating your series. If the depositors make any of these changes, it may result in reduced or delayed payments on your notes.

Issuance of additional series by the trust may affect the timing and amounts of the payments on your notes	The trust may issue additional series from time to time without your consent. The terms of a new series may be different from your series, which may affect the timing and amounts of payments on other series. For instance, different expected final payment dates and series early amortization events may cause some series to amortize earlier than your series. In addition, because some actions require the consent of a majority of each series, additional series may dilute the voting rights of your notes. The interests of the holders of a new series may be different from your interests.

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You may not receive your principal on the expected final payment date because of other series being in or entering into an accumulation or amortization period	If your series were to enter the required amortization period or the early amortization period while another series in principal sharing group one is either in an accumulation or amortization period or entering an accumulation or amortization period and the trust does not exercise the optional redemption right, available investor principal collections from that series may not be available to make payments on your notes. Other series in principal sharing group one may have different terms, such as an earlier expected final payment date or different series early amortization events, that could cause the series to amortize earlier than your series. As a result, the principal payments on your notes may be reduced and final payment of the principal of your notes may be delayed.

Failure to pay principal of a note will not be an event of default until its final maturity date	The trust will not be obligated to pay a stated amount of principal of any note on any date other than its outstanding principal amount on its final maturity date. Failure to pay principal of a note will not be an event of default until its final maturity date.

Step-up amounts and make-whole payments will not be paid until the principal amount of all of the notes is paid in full	Step-up amounts and make-whole payments will not be paid on any class of notes until all principal amounts payable on that payment date from interest collections have been paid in full. Failure to pay step-up amounts or make-whole payments on any class of notes on any payment date will not be an event of default until the final maturity date.

The absence of a secondary market for your notes, financial market disruptions and a lack of liquidity in the secondary market may adversely affect the market value of your notes and/or limit your ability to resell your notes	If a secondary market for your notes does not develop or becomes disrupted, it could limit your ability to resell them. This means that if you want to sell your notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a liquid secondary market had existed. The underwriters may assist in the resale of notes, but they are not required to do so. The underwriters and other brokers and dealers may also be unwilling or unable to publish quotations for the notes or otherwise facilitate trading of the notes due to regulatory requirements or otherwise. If a secondary market does develop, it might not continue, it might be disrupted or it might not be sufficiently liquid to allow you to resell your notes.

	For more information about the effect of a significant global or regional event on global financial markets, you should read \"— Economic volatility and global financial market disruptions resulting from a significant global or regional event could result in losses on your notes and/or limit your ability to resell your notes\" below.

You may have limited or no ability to control actions under the indenture	Your remedies will be limited if an event of default occurs for your notes. Under the indenture, noteholders holding a stated percentage of the note balance of a series or all the notes issued by the trust may take actions, or may direct the indenture trustee to take actions, after an event of default, including accelerating the notes. These actions may be contrary to the actions that you determine to be in your best interest. In the case of votes by series, the most senior class of notes will generally be substantially larger than the subordinate classes. The holders of the most senior class will therefore generally have the ability to control the actions to be taken, and these actions may be contrary to the interests of the holders of the subordinate classes.

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	For more information about your rights on an event of default, you should read \"Description of the Notes — Events of Default and Acceleration.\"

An increase in the initial principal amount of the notes could dilute your voting rights	The trust may offer and sell Series 2026-3 notes of your class having an initial principal amount that is greater than the principal amount stated in this prospectus. If that occurs, the initial principal amount of each class of Series 2026-3 notes will be proportionally increased, and the voting rights of your Series 2026-3 notes would be diluted, decreasing your ability to influence actions under the indenture and other transaction documents that are subject to a vote, consent or direction of the noteholders of your class.

A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, may adversely affect the market value of your notes and/or limit your ability to resell your notes	The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect each rating agency's assessment of the future performance of the receivables, the credit enhancement available for the notes and the likelihood of repayment of the notes. The ratings do not address the likelihood of the payment of make-whole payments or step-up amounts. The notes may not perform as expected and the ratings may be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the receivables, analytical errors or incorrect assumptions. Other series of notes issued by the trust have been downgraded by one or more of the rating agencies in the past. None of the depositors, the sponsor or any of their affiliates will be obligated to replace or supplement any credit enhancement or to take other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it may adversely affect the market value of your notes and/or limit your ability to resell your notes.

	The sponsor hired two rating agencies that are nationally recognized statistical rating organizations, or \"NRSROs,\" and will pay them a fee to assign ratings on the offered notes. The sponsor has not hired any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO assigned ratings on the notes. However, under Securities and Exchange Commission, or \"SEC,\" rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO to make it possible for non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including before the closing date, and none of the depositors, the sponsor, the underwriters or any of their affiliates will be obligated to inform you of any unsolicited ratings assigned after the date of this prospectus. If a non-hired NRSRO assigns an unsolicited rating on the notes, it may be lower than the ratings provided by the hired rating agencies, which may adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which may adversely affect the market value of your notes and/or limit your ability to resell your notes.

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	You should make your own evaluation of the future performance of the notes and the receivables, the credit enhancement available for the notes and the likelihood of repayment of the notes. You should not rely solely on the ratings on the notes.

The interest rates on the receivables may fluctuate differently than the interest rates on the notes, which may result in accelerated, reduced or delayed payments on your notes	The receivables bear interest at a variable rate based on the prime rate, which may be changed or reduced by Ford Credit. The notes accrue interest at a fixed rate, so if the interest rate on the receivables declines the notes may be adversely affected. If the interest rate on the receivables declines, interest collections allocated to the notes may be reduced without a corresponding reduction in the amounts payable as interest on the notes. If interest collections are insufficient to pay interest on the notes, an amortization event will occur, which may result in accelerated, reduced or delayed payments on your notes. The trust is not entering into interest rate hedge agreements to protect the notes against fluctuations in the interest rate on the receivables.

Risks relating to the trust assets:

Economic, market and social factors could lead to slower sales of the vehicles, which may result in accelerated, reduced or delayed payments on your notes	Payment of the receivables depends primarily on the rate of financed vehicle sales by the dealers. The rate of financed vehicle sales may change because of a variety of economic, market and social factors. Economic factors include interest rates, unemployment levels, the rate of inflation, the rate of wage increases, the price of gasoline, the price of commodities used in the production of vehicles and consumer perception of general economic conditions. Ford's discretionary use of incentive programs, including manufacturers' rebate programs and low-interest rate financing, may also affect the rate of financed vehicle sales. Various market factors, including the introduction or increased promotion by other manufacturers of competitive models offering perceived advantages in performance, quality, reliability and fuel economy, may reduce sales of Ford vehicles. Social factors include consumer perception of Ford-branded products in the marketplace, including the effects of any significant vehicle recalls, changes in consumer demand for certain vehicle segments, consumer demand for vehicles generally and government actions, including actions that encourage consumers to purchase certain types of vehicles, such as providing tax credits for the purchase of electric vehicles.

	In particular, the economic volatility resulting from a significant global or regional event, economic downturn or recession, a public-health crisis, epidemic or pandemic, a natural disaster or geopolitical conflict war or other military conflict may adversely affect the rate of financed vehicle sales by the dealers and subsequently the receivables for various reasons, including:

	·   unprecedented\nincreases in unemployment, stay-at-home orders, travel restrictions, quarantines and remote work arrangements may lead to decreases in\nconsumer spending generally and/or reduced demand for certain products, including new and used vehicles, and

	·   governmental\nrestrictions on business operations, shutdowns of various businesses and industries deemed non-essential and/or shutdowns of dealers\nand auto auctions could restrict the ability of dealers to sell new and used vehicles.

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	We cannot predict whether or to what extent economic, market or social factors will affect the level of sales. A prolonged decline in the level of sales could lead to an amortization event and may also adversely impact the amount of principal collections on the receivables, which may result in accelerated, reduced or delayed payments on your notes.

A decline in the sale of dealer vehicle inventory or a decline in dealer vehicle inventory levels may result in accelerated, reduced or delayed payments on your notes	The willingness of dealers to purchase new vehicle inventory depends to a large extent on their ability to sell their existing vehicle inventory. The ability of dealers to sell their vehicle inventory is directly affected by a variety of economic, market and social factors, including competition in the automobile industry, which factors will also ultimately affect the size of Ford Credit's dealer floorplan portfolio. Examples of factors which may negatively impact the ability of dealers to sell vehicle inventory and vehicle inventory levels are:

	·   a\ndecline in the manufacture and sale of Ford vehicles due to an economic downturn, a labor disruption, competitive pressure, changes in\nthe preferences of buyers of cars, trucks and utility vehicles, or production interruptions due to vehicle recalls, supply chain disruptions\n(including shortages, price increases or quality issues with key components or inputs for such key components needed to build new vehicles),\nnatural disasters, pandemics or other factors,

	·   a\nchange in (or a change in consumer perception of) the quality, safety, reliability or performance of Ford vehicles,

	·   a\nchange in Ford's vehicle marketing or purchase incentive programs,

	·   seasonal\nfluctuations in the sale of vehicles,

	·   a\nchange in the number of dealer franchises,

	·   changes\nin the terms offered by Ford Credit to dealers to finance their vehicle inventory, including the interest rates charged or the sizes\nof the credit lines,

	·   competition\nfrom banks or other financing sources available to dealers,

	·   government\nor regulatory investigations or other actions relating to safety, emissions or fuel efficiency, including actions that encourage consumers\nto purchase certain types of vehicles; or

	·   significant\nvehicle recalls, including recalls resulting from government or regulatory investigations or other actions, which will have a greater\nimpact if they apply to vehicle models that represent a higher percentage of the pool balance.

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	The rate of dealer vehicle sales, the level of dealer vehicle inventory and the size of Ford Credit's dealer floorplan portfolio may change over time. A significant reduction in the rate of dealer vehicle sales or in the level of dealer vehicle inventory, and any resulting decline in the size of Ford Credit's dealer floorplan portfolio, could lead to an amortization event and may also adversely impact the amount of principal collections on the receivables, which may result in accelerated, reduced or delayed payments on your notes.

A decrease in the dealer payment rate may result in accelerated, reduced or delayed payments on your notes	The payment of principal of your notes will depend primarily on dealer payments of the receivables. Dealers are generally required to pay a receivable on the sale of the financed vehicle. The timing of these sales is uncertain, and particular patterns of dealer payments may or may not occur. The actual amount of available investor principal collections will depend on factors such as the rate of payment and the rate of default by dealers. Any significant decline in the dealer payment rate on the receivables during the required amortization period or the early amortization period for your notes may result in reduced or delayed payments on your notes. Alternatively, if the average monthly payment rate for three consecutive months is less than 21%, an amortization event will occur, which may result in accelerated payments on your notes.

An increase in the dealer payment rate and/or a decrease in the origination of new receivables may result in accelerated payments on your notes	If the dealer payment rate during the revolving period significantly exceeds the rate at which new receivables are originated — which could occur as a result of an increase in the rate of sales of financed vehicles, including increases resulting from manufacturer incentive programs or government actions that encourage consumers to purchase vehicles, or a decrease in the origination of new receivables, or both — principal collections otherwise payable to the depositors may be accumulated in the excess funding account to maintain the net adjusted pool balance at a stated level. However, if the amount in the excess funding account exceeds 70% of the sum of the adjusted invested amounts of all series issued by the trust for three consecutive months, an amortization event will occur, which may result in accelerated payments on your notes.

Increased losses may result in accelerated, reduced or delayed payments on your notes	Historical losses experienced by the trust or by Ford Credit on its dealer floorplan portfolio may not indicate future performance of the trust's receivables. Losses could increase significantly for a variety of economic, market or social factors, including adverse changes in the local, regional or national economies, adverse changes in the business prospects of Ford or Ford Credit or decreases in the market value of the financed vehicles as a result of decreases in manufacturer incentives, dealer fraud or due to other events, such as significant vehicle recalls that may decrease consumer demand for Ford vehicles and decrease dealership profitability. A significant increase in losses on the receivables may result in accelerated, reduced or delayed payments on your notes.

	For more information about the performance of Ford Credit's dealer floorplan portfolio, you should read \"Sponsor and Servicer — Dealer Floorplan Portfolio Performance.\"

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Ford Credit's ability to change the terms of the receivables may result in accelerated, reduced or delayed payments on your notes	Ford Credit continues to own the accounts in which the receivables are originated. As the owner of the accounts, Ford Credit may change the terms of the receivables, including the interest rates or adjustment fees and the payment terms. Ford Credit's ability to change the terms of the receivables may result in accelerated, reduced or delayed payments on your notes.

The addition or removal of receivables may decrease the credit quality of the trust property securing your notes and may result in accelerated, reduced or delayed payments on your notes	The receivables in the trust will change every day. The depositors may choose, or be obligated, to sell to the trust receivables originated in additional designated accounts. While each additional designated account must be an eligible account at the time of its designation to the trust, additional designated accounts may not be of the same credit quality as the accounts currently designated to the trust and may have different terms. The depositors may also choose to redesignate accounts from the trust and remove the related receivables. If the addition or removal of receivables reduces the credit quality of the trust property, it may increase the likelihood of accelerated, reduced or delayed payments on your notes.

Loss of security in the financed vehicle and the junior status of the trust's interest in other assets of the dealers may result in delayed payments or losses on your notes	The trust will have a security interest in the financed vehicles securing the receivables sold to the trust. However, at the time that a dealer sells a financed vehicle, the security interest of the trust in the vehicle generally will terminate, regardless of whether the dealer pays for the vehicle. Consequently, if a dealer sells a vehicle and fails to pay the related receivable, the trust will not have recourse to the vehicle, which may result in delayed payments or losses on your notes.

	The trust may also have junior security interests in other assets of a dealer granted by some of the dealers to secure the receivables sold to the trust. These security interests, however, will be subordinate to the senior interests of Ford Credit in these other assets. Accordingly, any security held by the trust in these other assets may not be available to support the notes, which may result in delayed payments or losses on your notes.

	For more information about the security interests in vehicles and other dealer assets, you should read \"Sponsor and Servicer — Origination and Underwriting — Security Interests in Vehicles and Other Dealer Assets.\"

High vehicle model or vehicle type concentrations may adversely affect the performance of the receivables and your notes	If a specific vehicle model or vehicle type of the financed vehicles represents a significant percentage of the pool balance, any adverse change in the rate of sales for that specific vehicle model or vehicle type of the financed vehicles may adversely impact the performance of the receivables and could result in reductions and delayed payments on the receivables and cause accelerated, reduced or delayed payments on your notes.

	For more information about the rate of vehicle sales, you should read \"Risk Factors — A decline in the sale of dealer vehicle inventory or a decline in dealer vehicle inventory levels may result in accelerated, reduced or delayed payments on your notes\" and \"Risk Factors — Economic, market and social factors could lead to slower sales of the vehicles, which may result in accelerated, reduced or delayed payments on your notes.\"

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	On\n June 30, 2026, the following vehicle models of the financed vehicles related to the receivables in the pool balance represented\n 5% or more of the pool balance: F-150, F-250, Explorer, F-350, Bronco and Transit.

Geographic\nconcentration may increase risk of accelerated, reduced or delayed payments on your notes	On June 30,\n2026, the location of the dealers relating to the receivables owned by the trust are concentrated by pool balance in the following states:

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		Texas	15.1%
		Florida	8.2%
		California	5.4%

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	No\n other state represents more than 5% of the receivables owned by the trust on that date. Economic conditions or other factors\n affecting states with a high concentration of receivables may adversely impact the performance of the receivables and could result\n in reductions and delayed payments on the receivables and cause accelerated, reduced or delayed payments on your notes.

	Natural\n disasters such as earthquakes, wildfires, hailstorms, hurricanes or floods could adversely impact dealerships in a particular region\n due to loss of vehicle inventory or damage to dealership property. Additionally, dealerships in the impacted area may\n see reduced sales volume or may be closed for a period of time for repairs. Natural disasters could adversely impact the\n amount of principal collections on the receivables, particularly those that occur in regions with a high concentration of receivables,\n which may result in accelerated, reduced or delayed payments on your notes.

	For\n more information about the effect of a significant global or regional event on global financial markets, you should read \"—\n Economic volatility and global financial market disruptions resulting from a significant global or regional event could result in\n losses on your notes and/or limit your ability to resell your notes\" above. For more information about the geographic distribution\n of the receivables owned by the trust, you should read \"Trust Property — Trust Pool.\"

Ford's\n failure to pay adjustment fees or to pay amounts relating to vehicles ultimately financed by a third-party may result in delayed\n payments or losses on your notes	Ford\n is obligated to pay adjustment fees to the servicer for any in-transit receivables held by the trust and to pay to the servicer principal\n collections that it receives on behalf of the dealers from any third-party finance sources relating to in-transit receivables. Each\n adjustment fee will be calculated based on an agreed upon rate and the number of days during the \"in-transit period,\" which\n is generally the period from shipment to delivery of the vehicle, and will be treated as interest collections. Failure\n by Ford to pay either adjustment fees or principal collections relating to vehicles financed by a third-party once they are no longer\n in-transit receivables, for any reason, may result in shortfalls in amounts available to pay your notes and may result in delayed\n payments or losses on your notes.

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The termination of dealer financial assistance or failure to honor repurchase obligations by Ford or Ford Credit may result in losses on your notes	Ford has on occasion in the past provided discretionary financial assistance to dealers and limited commitments to repurchase vehicles and parts from the dealer's inventory in connection with the termination of that dealer's franchise. This financial assistance includes incentive programs, marketing support programs, interest reimbursement programs and purchase of new, current model year vehicles in the dealer's inventory for the termination of a dealership. In significant periods of economic decline, Ford may provide financial assistance including cashflow assistance for interest expense and flat charges related to floorplan financing, deferred payments on non-floorplan financing obligations such as capital loans and mortgage loans, curtailment waivers for vehicle inventory, guaranteed incentives and more favorable terms under dealers’ cash management agreements. If Ford were unable to provide, or elected to terminate, this financial assistance or failed to honor its repurchase commitment for any reason, losses on the receivables could increase and you may incur losses on your notes.

	For more information about the financial assistance provided by Ford, you should read \"Sponsor and Servicer — Servicing and Dealer Relations — Manufacturer Financial Assistance Programs for Dealers.\"

Risks relating to macroeconomic, regulatory and other external factors:

Climate change could have an adverse effect on Ford and Ford Credit and may, directly or indirectly, cause losses on your notes	The effects of climate change and the ongoing efforts to mitigate its impact may have a negative effect on Ford and Ford Credit, including through climate change-related legislation and regulation, adverse changes to the physical environment and public perception of greenhouse gas emissions from petroleum powered vehicles.

	The auto industry in particular is subject to regulations worldwide that govern product characteristics and that differ by region, country, state or province and locality. Regulations continue to be proposed to address concerns regarding the environment, including global climate change and its impact. The precise implications of those actions, as well as future efforts, are uncertain, but could adversely impact the business operations and financial condition of manufacturers, suppliers and other interdependent market participants in the auto industry, including Ford and Ford Credit.

	Significant physical effects of climate change, such as extreme weather and natural disasters, the frequency and severity of which are expected to increase, may affect manufacturers, suppliers and other interdependent market participants in the auto industry, including Ford, Ford Credit and their customers. For example, customers living in areas affected by extreme weather and natural disasters may suffer financial harm, ultimately hampering their ability to make a new automotive purchase or take out a new automotive lease, which would decrease dealership profitability. In addition, extreme weather and natural disasters may have industry- or economy-wide effects due to the interdependence of market actors.

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	In\n addition, legal, technological, political and scientific developments related to climate change have created and will continue to\n create new opportunities and risks for Ford and Ford Credit. For example, Ford is continuing to make changes to its product\n cycle plan to improve the fuel economy of its petroleum-powered vehicles and to offer more propulsion choices, such as hybrid, plug-in\n hybrid, extended range electric, battery electric and other electrified vehicles, with lower greenhouse gas emissions. These\n changes in Ford's business may:

	·       create\n demand for those products and related services, such as Ford Credit financing,

	·       decrease\ndemand for existing products or services related to purely internal combustion powered vehicles,

	·       affect\nthe concentration of electrified and petroleum-powered vehicles in dealerships and their ability to sell a vehicle, and/or

	·       increase\n competition in the auto industry to develop innovative new products and related services.

	Ford\n and Ford Credit's reputations may also be adversely affected by current and/or future public perception of the greenhouse gas emissions\n of its internal combustion powered vehicles. A negative change in public opinion could expose Ford and Ford Credit to\n potential adverse consequences to their business operations and financial condition.

	Any\n of those effects or their confluence could adversely affect the performance of the receivables, the ability of dealerships to sell\n vehicles or maintain adequate vehicle inventory, the credit rating of Ford or Ford Credit or the ability of Ford Credit to provide\n financing, financial assistance and services to dealerships, which could result in losses on your notes.

	The\n risks of climate change described above may exacerbate other risks disclosed in this section. For more information, you\n should read \"— Geographic concentration may result in more risk to you,\" \"— High vehicle model or vehicle\n type concentrations may adversely affect the performance of the receivables and your notes,\" \"— Federal financial\n regulatory reform could have an adverse impact on Ford Credit, the depositors or the trust\" and \"— A decline in the\n financial condition or business prospects of Ford, Ford Credit or dealers could have an adverse effect on these factors, which could\n result in losses on your notes.\"

Economic\n volatility and global financial market disruptions resulting from a significant global or regional event could result in losses on\n your notes and/or limit your ability to resell your notes	The\n occurrence of a significant global or regional event, such as a financial crisis, bank failures, economic downturn or recession (including\n reduced consumer spending), a public-health crisis, epidemic or pandemic, a natural disaster, social unrest, or a geopolitical conflict,\n war or other military conflict, could result in economic volatility and global financial markets disruptions, which could result\n in losses on your notes and/or limit your ability to resell your notes.

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	For example, the 2007-2009 global financial crisis\n and the COVID-19 pandemic each caused widespread deterioration in household, business and economic conditions and caused severe disruptions\n and significant dislocations and volatility in the economy and global financial markets, including:

	·       unprecedented\nincreases in unemployment, stay-at-home orders, travel restrictions, quarantines and remote work arrangements,

	·       significantly\nfewer vehicle sales due to the significant reduction in showroom traffic at dealers and the suspension of normal operations by some auto\ndealerships,

	·       decreases\nin consumer spending and reduced demand for certain products, including abrupt declines in new and used vehicle sales and volatility\nin used vehicle values,

	·       disruptions\nin global supply chains, governmental restrictions on business operations, shutdowns of various businesses and industries deemed non-essential\nand shutdowns of manufacturing capacity in certain industries, including those of auto manufacturers, and

	·       significant\ndisruptions in financial markets and decreases in liquidity of certain secondary markets.

	Unprecedented trade policy (including\n tariffs) in the United States, foreign governments’ reactions, and the resulting economic volatility and global financial market\n disruptions could result in losses on your notes, may adversely impact the performance of the receivables and cause accelerated,\n reduced or delayed payments on your notes, and/or limit your ability to resell your notes. Tariffs implemented to date in the United\n States and elsewhere have caused significant disruption, increased costs, and uncertainty in the automotive industry, including for\n Ford, Ford Credit, other original equipment manufacturers, suppliers, and dealers, as well as customers. Moreover, tariffs implemented\n or increased in the United States and elsewhere in the future may exacerbate these impacts Any additional tariffs or other measures\n that are implemented in the United States and any retaliatory tariffs or other measures or restrictions that are implemented by other\n governments, and the potential related market impacts, should they be sustained for an extended period of time, may have a significant\n adverse effect, including both operationally and financially, on the overall automotive industry, Ford, Ford Credit, and Ford’s\n supply chain now and in the future. \n \n If a significant global or regional\n event occurs, or if an existing event worsens, it could cause similar increases in economic volatility or disruptions of the global\n financial markets, which could result in losses on your notes and/or affect your ability to resell your notes.

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	For\n more information about the effect of a significant global or regional event on the global financial market on your notes, you should\n read \"— A decline in the sale of dealer vehicle inventory or a decline in dealer vehicle inventory levels may result in\n accelerated, reduced or delayed payments on your notes,\" \"— Economic, market and social factors could lead to slower\n sales of the vehicles, which may result in accelerated, reduced or delayed payments on your notes,\" and \"— The absence\n of a secondary market for your notes, financial market disruptions and a lack of liquidity in the secondary market may adversely\n affect the market value of your notes and/or limit your ability to resell your notes\" above.

Federal\n financial regulatory reform could have an adverse impact on Ford Credit, the depositors or the trust	The\n Dodd-Frank Wall Street Reform and Consumer Protection Act, or the \"Dodd-Frank Act,\" is extensive legislation that impacts\n financial institutions and other nonbank financial companies, such as Ford Credit. The Dodd-Frank Act created the Consumer\n Financial Protection Bureau, or the \"CFPB,\" which has authority to supervise and examine the largest nonbank automotive\n finance companies, including Ford Credit, for compliance with consumer financial protection laws.

	For\n more information about potentially applicable provisions of the Dodd-Frank Act, you should read \"Important Legal Considerations\n — The Dodd-Frank Act.\"

	The\n Dodd-Frank Act created an alternative liquidation framework under which the FDIC may be appointed as receiver for the resolution\n of a nonbank financial company if the company is in default or in danger of default and the resolution of the company under other\n insolvency law (such as United States Bankruptcy Code, 11 U.S.C. 101, or the \"Bankruptcy Code\") would have serious adverse\n effects on financial stability in the United States. It is not clear whether this alternative liquidation framework would\n apply to Ford Credit, the depositors or the trust. We believe that the relevant regulators would invoke the alternative\n liquidation framework only on rare occasion. Guidance from the FDIC indicates that the framework should be exercised in\n a manner consistent with the Bankruptcy Code, which is the insolvency regime that would apply to Ford Credit, the depositors and\n the trust. A portion of the FDIC guidance will apply until such time as the FDIC adopts a regulation addressing the subject\n of the guidance and during any transition period for that regulation, and this guidance states that, for revolving trusts and master\n trusts, it will apply to securities issued before the end of that transition period. However, this guidance does not indicate\n how the framework will be applied if the revolving trust or master trust were to issue additional securities after the end of the\n transition period. It is not clear whether the FDIC would apply the framework according to this guidance to a revolving\n trust or master trust that issues securities after the end of the transition period. As a result, although your series\n will be issued before the end of the transition period, it is not clear whether this guidance will continue to apply to your series\n if the trust were to issue additional series after the end of the transition period. However, additional series may only\n be issued if the rating agency condition has been satisfied for your series. If the FDIC were appointed as receiver for\n Ford Credit, the depositors or the trust, or if future regulations or FDIC actions are contrary to the FDIC guidance, you may have\n delayed payments or losses on your notes.

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	For\n more information about the framework, you should read \"Important Legal Considerations — The Dodd-Frank Act.\"

Recent\n changes to U.S. federal tax laws may impact noteholders	P.L.\n 119-21, otherwise known as the “One Big Beautiful Bill Act of 2025,” permanently extended current corporate and individual\n tax rates, and made various additional changes to U.S. federal tax law, some of which expire at the end of 2028. Certain changes\n to U.S. federal tax law will require additional guidance from the U.S. Department of Treasury to implement. The sponsor cannot predict\n the long-term impact of any of the recent changes to U.S. federal tax law. Prospective investors are urged to consult\n their tax advisors regarding the effect to them of U.S. federal tax law developments prior to purchasing the notes.

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Risks\n relating to the transaction parties:

A\n decline in the financial condition or business prospects of Ford, Ford Credit or dealers may result in losses on your notes	The receivables owned by the trust\n are originated primarily through the financing provided by Ford Credit to Ford-franchised dealers for their dealer vehicle inventory.\n The level of dealer vehicle inventory and the size of Ford Credit's dealer floorplan portfolio depend on Ford's continuing ability\n to manufacture vehicles and to maintain franchise dealer relationships, on Ford Credit's ability to provide financing and on the\n amount of vehicle inventory that dealers are willing to hold, and the amount of principal collections on these receivables will depend\n on the dealers' ability to sell these vehicles. The ability of Ford, Ford Credit and dealers to compete in their industry environments\n will affect the amount of new receivables that are originated and the dealers' ability to sell vehicles, which ultimately will affect\n the amount of principal collections and the payment rates on the receivables. A decline in the financial condition or business prospects\n of Ford, Ford Credit or dealers could have an adverse effect on these factors, which may result in losses on your notes. \n \n Changes in international trade policy,\n can have a substantial adverse effect on Ford and Ford Credit's financial condition, results of operations, or business in general.\n To the extent governments in various regions implement or intensify restrictions or barriers to trade, such as tariff or non-tariff\n barriers, export controls, currency manipulation, or policies that otherwise favor domestic companies, there can be a significant\n negative impact on manufacturers based in other markets. Steps taken by governments to implement local content requirements, restrict\n export and import activities, or apply or consider applying additional or new tariffs on automobiles, parts, and other products and\n materials have disrupted supply chains, imposed additional costs on Ford and Ford Credit’s business, and led to other countries\n attempting to retaliate by imposing tariffs or other barriers, which make Ford’s products more expensive for customers, and,\n in turn, less competitive, and this trend may continue. Tariffs implemented to date in the United States and elsewhere have caused\n significant disruption, increased costs, and uncertainty in the automotive industry, including for Ford, Ford Credit, other original\n equipment manufacturers, suppliers, and dealers, as well as customers. Moreover, tariffs implemented or increased in the United States\n and elsewhere in the future may exacerbate these impacts. Any additional tariffs or other measures that are implemented in the United\n States and any retaliatory tariffs or other measures or restrictions that are implemented by other governments and the potential\n related market impacts, should they be sustained for an extended period of time, may have a significant adverse effect, including\n both operationally and financially, on the overall automotive industry, Ford, Ford Credit, and Ford’s supply chain now and\n in the future.

	Manufacturers\n and suppliers in the auto industry are interdependent, and adverse events affecting any major auto manufacturer or supplier could\n have an adverse effect on the other industry participants, including Ford and Ford Credit. For example, economic volatility associated\n with the 2007-2009 global financial crisis and with the COVID-19 pandemic have had adverse effects on the financial condition and\n business prospects of manufacturers, suppliers and other interdependent market participants in the auto industry, including Ford\n and Ford Credit.

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	We\n cannot predict whether a significant global or regional event will occur, or whether an existing event will worsen, or whether and\n when other periods of increased economic volatility or decline will occur. If a significant global or regional event occurs\n or an existing event worsens, or economic volatility resumes, the financial condition and business prospects of Ford, Ford Credit\n and dealers could be further adversely affected. For example, a significant global or regional event may impede Ford’s\n North American auto production and/or lead governmental measures to be instituted that restrict the operation of dealers. Due to\n the interdependence of the manufacturers and suppliers in the U.S. auto industry, adverse events affecting a domestic auto manufacturer\n or a major supplier could also have an adverse effect on the other participants in the U.S. auto industry, including Ford, Ford Credit\n and dealers.

	The\n occurrence of any of these events could adversely affect the financial condition and business prospects of the participants in the\n U.S. auto industry, including Ford, Ford Credit and dealers. A decline in the financial condition or business prospects\n of Ford could also have an adverse effect on Ford Credit and Ford-franchised dealers.

	An\n economic downturn or a decline in the financial condition or business prospects of Ford could adversely affect dealers' ability to\n sell vehicles, the level of consumer demand for Ford-vehicles, the market value of the vehicles securing the receivables, the credit\n rating of Ford or Ford Credit, and the ability of Ford Credit, as servicer, to service the receivables or honor its commitment to\n repurchase receivables due to breaches of representations, which may result in losses on your notes.

	For\n more information about the effects that economic disruptions may have on the performance of the receivables, you should read \"—\n Economic, market and social factors could lead to slower sales of the vehicles, which may result in accelerated, reduced or delayed\n payments on your notes\" above.

	For\n additional sources of information about Ford and Ford Credit, you should read \"Where You Can Find More Information.\"

A\n bankruptcy of Ford Credit may result in accelerated or delayed payments or losses on your notes	If\n Ford Credit becomes subject to a bankruptcy proceeding, you may have delayed payments or losses on your notes. A bankruptcy\n court could conclude that Ford Credit effectively still owns the receivables because the transfer of the receivables to the depositors\n was viewed as a financing and not a \"true sale\" or that the assets and liabilities of either or both of the depositors\n should be consolidated with those of Ford Credit for bankruptcy purposes. If a court were to reach either of these conclusions,\n you may have accelerated or delayed payments or losses on your notes due to:

	·       the\n \"automatic stay\" of the U.S. federal bankruptcy laws that prevents secured creditors from exercising remedies against a\n debtor in bankruptcy without permission from the bankruptcy court and other U.S. federal bankruptcy laws that permit substitution\n of collateral in limited circumstances,

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	·       tax\n or government liens on Ford Credit's property that were existing before the transfer of the receivables to the trust having a claim\n on collections that are senior to your notes, or

	·       the\n trust not having a perfected security interest in the financed vehicles or any cash collections held by Ford Credit at the time the\n bankruptcy proceeding starts.

	If\n a court were to decide that the transfer was not a \"true sale\" or that either or both of the depositors should be consolidated\n with Ford Credit for bankruptcy purposes, the trust would benefit from a security interest in the receivables. However, in that case,\n the receivables would be deemed to be owned by Ford Credit and payments may be delayed, collateral substituted or other remedies\n may be imposed by the bankruptcy court that may cause accelerated or delayed payments or losses on your notes.

	Any\n bankruptcy proceeding involving Ford Credit may also adversely affect the rights and remedies of the trust and payments on your notes\n in other ways, whether or not the transfer of the receivables is considered a \"true sale\" or either or both depositors\n are consolidated with Ford Credit for bankruptcy purposes. For example:

	·      as\nnoted above, the \"automatic stay\" may prevent the exercise by the trust and others of their rights and remedies against Ford\nCredit and others, including the right to replace Ford Credit as servicer or the right to require it to repurchase receivables based\non a breach of a representation, and/or

	·      Ford\nCredit may be permitted to reject some agreements to which it is a party, including the sale and servicing agreements, and not be required\nto perform its obligations under those agreements.

	For\n more information about the effects of a bankruptcy of Ford Credit on your notes, you should read \"Important Legal Considerations\n — Bankruptcy Considerations.\"

The\n servicer's ability to commingle collections with its own funds may result in delayed payments or losses on your notes	The\n servicer will be required to deposit collections on the receivables in the collection account within two business days or on a monthly\n basis, depending on its credit ratings. Until then, the servicer may commingle collections on the receivables with its\n own funds and may invest collections at its own risk and for its own benefit. If the servicer does not deposit these funds\n in the collection account when required for any reason, which could occur if the servicer were to become subject to a bankruptcy\n proceeding, you may experience delayed payments or losses on your notes.

	For\n more information about Ford Credit's credit ratings, you should read \"Sponsor and Servicer — Ratings of Sponsor and Servicer.\"

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Delays\n in collecting payments could occur if Ford Credit is not the servicer	If\n Ford Credit resigns or is terminated as servicer, the processing of payments on the receivables and information about collections\n could be disrupted or delayed. This may result in delayed payments on your notes. Ford Credit may be removed\n as servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described in \"Servicing\n — Resignation and Termination of Servicer.\"

The\n servicing fee may be insufficient to attract a replacement servicer	If\n Ford Credit resigns or is terminated as servicer, the monthly servicing fee, which is calculated as a fixed percentage of the pool\n balance, may be insufficient to attract a replacement servicer or cover the actual cost of servicing the receivables. In\n particular, the amount of the monthly servicing fee will fluctuate based on the pool balance, but the cost of servicing each receivable\n will remain essentially fixed. A delay or inability to find a replacement servicer would disrupt or delay collection and\n other servicing activities on the receivables and could disrupt or delay reports to the noteholders and the indenture trustee and\n result in delayed payments or losses on your notes.

The\n servicer's operational information systems and security systems could be affected by cybersecurity incidents, ransomware attacks\n and other disruptions that may result in losses on your notes	The\n servicer relies on information technology networks and information systems, including mobile devices, some of which are managed by\n suppliers, some of which are provided by third-party service providers, and some of which ultimately rely on other services provided\n to these third parties by unaffiliated service providers, to process, transmit, and store electronic information that is important\n to the servicing of the receivables. Despite devoting significant resources to its cybersecurity programs, the servicer\n is at risk for interruptions, outages, and compromises of operational information systems (including business, financial, accounting,\n product development, consumer receivables or data processing) and facility security systems, whether caused by a ransomware or other\n cybersecurity incident, security breach, or other reasons (e.g., a natural disaster, fire, acts of terrorism or war, or an overburdened\n infrastructure system). Additionally, any outage, security breach, misconfiguration, or loss of data within networks and\n systems managed by or reliant on the products and services of unaffiliated third parties could lead to similar compromises. Such\n incidents could materially disrupt the servicer's operational information systems, result in loss or unwilling publication of trade\n secrets or other proprietary or competitively sensitive information, compromise the privacy of personal information of consumers,\n employees or others, or disrupt or degrade the servicer’s service and/or operations. Moreover, the servicer, its\n suppliers, service providers, and Ford dealers have been the target of cybersecurity incidents, and such threats are continuing and\n evolving, which may cause cybersecurity incidents to be more difficult to detect for periods of time. The servicer's networks\n could also be impacted by, or a cybersecurity incident may result from, the negligence or misconduct of insiders or third parties\n who have access to the servicer's networks and systems. The servicer employs capabilities, processes, and other security\n measures it believes are reasonably designed to detect, reduce and mitigate the risk of cybersecurity incidents and has requirements\n for its suppliers and service providers to do the same; however, the servicer may not be aware of all vulnerabilities, or might not\n accurately assess the risks of incidents, and such preventative measures cannot provide absolute security and may not be sufficient\n in all circumstances or mitigate all potential risks, including the loss or disclosure of sensitive information. If the\n servicer experiences any interruptions or losses in its information processing capabilities, or experiences a ransomware or

\n \n \n \n

other cybersecurity incident, its\n ability to service the receivables may be materially and adversely affected, which may result in delayed payments or losses on your\n notes.

Sponsor\nand Servicer

General

Ford Credit was\nestablished in 1959 to provide financing for Ford vehicles and support Ford dealers. Ford Credit is a Delaware limited liability company\nand is a wholly-owned subsidiary of Ford.

Ford Credit provides\na wide variety of automotive financing products to and through automotive dealers throughout the world. The predominant share of Ford\nCredit's business consists of financing Ford and Lincoln vehicles and supporting the dealers of those brands. Ford Credit's primary financing\nproducts are:

Retail\n financing — purchasing retail installment sale contracts and leases from dealers,\n and offering financing to commercial customers, including vehicle leasing companies and fleet\n purchasers, to lease or purchase vehicle fleets,

Wholesale\n financing — making loans to dealers to finance the purchase of vehicle inventory,\n also known as floorplan financing, and

Other\n financing — making loans to dealers for working capital, improvements to dealership\n facilities, and to purchase or finance dealership real estate.

Ford Credit also\nservices the finance receivables and leases it originates and purchases, makes loans to Ford affiliates and provides insurance services\nrelated to its financing programs.

Ford Credit earns\nits revenue primarily from:

payments\n on retail installment sale contracts and leases that it purchases,

interest\n rate supplements and other support payments from Ford and affiliated companies, and

payments\n on wholesale and other dealer financing programs.

Ford Credit provides\nfinancing services to and through dealers of Ford and Lincoln brand vehicles and non-Ford vehicles also sold by these dealers and their\naffiliates. Ford Credit and its subsidiaries provide floorplan and capital financing to motor vehicle dealers throughout the world and\nprovide credit to these dealers' customers by purchasing retail installment sale contracts and leases from dealers. Most of the dealers\nare privately owned and financed and are Ford-franchised dealers that sell or lease vehicles manufactured by Ford under the Ford and\nLincoln brands. A substantial majority of all new vehicles financed by Ford Credit are manufactured by Ford.

Ford Credit will\nbe the sponsor of the series in which the notes will be issued. Ford Credit will be the servicer of the receivables and this securitization\ntransaction and the administrator for the trust.

As sponsor, Ford\nCredit will be responsible for structuring the series, selecting the transaction parties and paying the expenses of maintaining the trust,\nlegal fees of some transaction parties, rating agency fees for rating the notes and other transaction expenses. Ford Credit establishes\nfloorplan finance accounts with dealers in the ordinary course of its business and selected the accounts designated to the trust from\nits dealer floorplan portfolio. Ford Credit will make representations about the characteristics of the receivables and the related designated\naccounts. If a representation is later discovered to have been untrue when made and the breach has a material adverse effect on a receivable,\nFord Credit must repurchase the receivable unless it corrects the breach in all material respects before the date it is required to repurchase\nthe receivable.

For more information\nabout the representations and repurchase obligations, you should read \"Trust Property — Representations About Receivables\"\nand \"Trust Property — Obligation to Repurchase Receivables.\"

Ford Credit's wholly-owned\nsubsidiaries, the depositors, will retain the depositor interest in the trust. The depositor interest represents the ownership interest\nin the trust and the rights to all trust property not allocated to any series. The depositor interest is generally made up of:

a\n principal component, or the depositor amount, which represents the right to the principal\n collections on the portion of the receivables that have not been allocated to any series,\n and

an\n interest component which represents the right to receive (a) interest collections on\n the portion of the receivables relating to the depositor amount and (b) excess spread\n for each series that is not needed to make payments on that series.

A portion of the\ndepositor amount equal to the available subordinated amount for each series is subordinated to the notes of that series and provides\ncredit enhancement for that series. The depositor interest is not hedged by the sponsor, the depositors or any of their affiliates.

For more information\nabout the depositor interest and the credit enhancement provided by the available subordinated amount, you should read \"Pool Balance,\nDepositor Amount and Allocations — Required Depositor Amount\" and \"Credit Enhancement — Available Subordinated\nAmount.\"

For more information\nabout the required retention of credit risk in the transaction by the sponsor, you should read \"Credit Risk Retention.\"

Ratings of Sponsor and Servicer

As of the date of\nthis prospectus, Ford Credit's senior unsecured debt ratings are:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	S&P	Moody’s	Fitch	DBRS
Short-term\n debt ratings\t	A-3	NP	F3	R-2\n (low)
Long-term\n debt ratings\t	BBB-	Ba1	BBB-	BBB\n (low)
Outlook\t	Negative	Stable	Stable	Stable

The rating agencies\nperiodically review Ford Credit's debt ratings and may raise, downgrade or change the ratings or the outlook of the ratings at any time.

Based on its present\nratings, Ford Credit, as servicer, will be required to deposit collections on the receivables in the collection account within two business\ndays of applying these amounts to the dealer accounts.

For more information\nabout the deposit of collections, you should read \"Servicing — Deposit of Collections.\"

Securitization Experience

Ford Credit has\nsecuritized its assets since 1988.

Ford Credit's securitization\nprograms are diversified across asset classes and markets. Ford Credit sponsors securitization programs for retail installment sale contracts,\nleases and the leased vehicles and dealer floorplan receivables. Ford Credit participates in a number of international securitization\nmarkets, including the United States, Canada, the United Kingdom, Germany, Mexico and China. Ford Credit also participated in the securitization\nmarkets in Japan and Australia and other European countries.

In the United States,\nFord Credit sponsors a number of securitization and structured financing programs in which it sells receivables to trusts making registered\npublic offerings or broadly-distributed Rule 144A offerings of asset-backed securities. In addition, Ford Credit regularly sells\ninterests in, and asset-backed securities backed by, pools of receivables to a large number of bank-sponsored asset-backed commercial\npaper conduits and other banks and financial institutions.

Ford Credit securitizes\nits assets because the market for securitization of financial assets usually provides the company with a lower cost source of funding\nthan other alternatives, diversifies funding among different markets and investors, and provides additional liquidity. Ford Credit meets\na significant portion of its funding requirements through securitizations for these reasons. Securitization is a core component of Ford\nCredit's funding strategy.

For more information\nabout Ford Credit's securitization programs and its funding strategy, please read Ford Credit's Annual Report on Form 10-K which\nis available on Ford Credit's website at www.ford.com/finance/investor-center.

Securitization Program for Dealer\nFloorplan Receivables

Ford Credit has\nhad an active publicly registered securitization program for dealer floorplan receivables in the United States since 1992. Ford Credit's\nfirst master trust was established that year and issued seven series of publicly registered asset-backed securities through 1997. Ford\nCredit's current master trust was established in 2001 and has issued more than 60 series, including publicly registered or Rule 144A\nasset-backed term notes and privately placed asset-backed term notes and variable funding notes. Annex A lists the main terms of other\nseries outstanding. The notes offered by this prospectus are part of this program. Ford Credit has never received a demand to repurchase\nor replace any receivable backing the asset-backed notes offered in this program due to an alleged breach of representations made about\nthe receivables. Repurchases of receivables due to Ford Credit's discovery of a breach of representations have been immaterial in this\nprogram. None of the asset-backed securities offered in this program have experienced any losses or events of default and Ford Credit\nhas never taken any action out of the ordinary in any transaction to prevent losses or events of default.

Origination and Underwriting

Ford Credit is the\nprimary source of financing for Ford-franchised dealers who sell Ford and Lincoln brand vehicles. Over the past five years, Ford Credit\nfinanced approximately 70% to 73% of all Ford and Lincoln dealer new vehicle inventory. Ford Credit also provides financing for dealers\naffiliated with Ford-franchised dealers who sell vehicles from manufacturers other than Ford.

Origination\nof Receivables. Each receivable represents the right to receive payments from the dealer in connection with the financing of\na vehicle for the dealer's inventory. A dealer's inventory may include new and used cars, light, medium and heavy trucks, and utility\nvehicles, such as sport utility vehicles and cross-over utility vehicles. Medium and heavy trucks are typically delivered in the form\nof incomplete vehicles or chassis cabs, which may be sent by the dealer to a third-party upfitter or converter for completion. A dealer's\ninventory may also include vehicles intended for fleet sales, generally defined as sales of ten or more vehicles to a single purchaser\nat one time. A small portion of a dealer's inventory may also consist of demonstrator, daily rental and service loaner vehicles. Each\nreceivable is secured by the related vehicle and may be secured by other dealer assets as described in \"— Security Interests\nin Vehicles and Other Dealer Assets\" below.

Ford Credit categorizes\nthe financed vehicles as new vehicles or used vehicles for the purposes of setting the financing terms and establishing the size of credit\nlines. New vehicles are currently untitled vehicles and vehicles used by the dealer for demonstration purposes or as service loaner vehicles.\nTo encourage dealers to purchase certain vehicles, Ford Credit also finances \"program vehicles,\" or previously titled\nvehicles, including vehicles previously subject to Ford Credit's retail lease programs, purchased by a dealer from Ford Credit or at\nan auction conducted by Ford. Over the past five years,

new vehicle financing was approximately\n78% to 95% of Ford Credit's floorplan portfolio and used vehicle financing, including program vehicles and customer trade-ins, was approximately\n5% to 22%.

Under the agreement\nbetween the dealer and Ford, the dealer is obligated to purchase a vehicle when the vehicle is released by Ford for shipment to the dealer\nand must pay for the vehicle when the vehicle is delivered. A vehicle is released by Ford for shipment to a dealer from the factory,\nholding facility, or customs or during maritime transit from the port of export, as applicable. During the period from the date of release\nto the date of delivery to the dealer, or the \"in-transit period,\" Ford retains an interest in the vehicle securing the dealer's\nobligation to pay Ford. Each of these payment obligations, together with Ford's security interest in the related vehicle and Ford's rights\nunder its agreement with the dealer, is sold to Ford Credit under a sale and assignment agreement at a price equal to 100% of the wholesale\ninvoice price of the vehicle. Ford also agrees to pay Ford Credit an \"adjustment fee\" on the wholesale invoice price based\non the number of days in the in-transit period and an agreed rate equal to the prime rate designated from time to time by selected financial\ninstitutions plus a spread (which may be negative) agreed by Ford and Ford Credit from time to time. Over the past five years, the spread\nhas been between approximately -0.98% and 3.00% per annum.

A dealer's financing\nsource for its vehicle inventory may be Ford Credit or another financial institution. On delivery of the vehicle, if the dealer's financing\nsource is not Ford Credit, the financing source will pay to Ford on behalf of the dealer an amount equal to 100% of the wholesale invoice\nprice, and Ford will pay the amount to Ford Credit under the sale and assignment agreement. If Ford Credit is the dealer's financing\nsource, the dealer's obligation to pay Ford for the purchased vehicle will be exchanged at the time of vehicle delivery for the related\nnew obligation of the dealer to repay Ford Credit under the dealer's floorplan financing agreement with Ford Credit. In the five years\nprior to 2020, in-transit vehicle financing was typically between approximately 8% to 26%. The portion of Ford Credit's floorplan portfolio\nattributable to in-transit vehicle financing is largely dependent on seasonality and manufacturer production schedules. Since March 2021,\nin-transit vehicle financing as a percentage of Ford Credit’s floorplan portfolio has ranged between approximately 16% to 66%,\nwith an average of 37% over that period. This range reflects the effects of production stoppages on in-transit vehicle volume, primarily\nattributable to Ford’s suspension of manufacturing operations during the COVID-19 pandemic and subsequent supply chain issues.

Ford Credit generally\nfinances 100% of the wholesale invoice price of new vehicles during the in-transit period, and if Ford Credit is the dealer's financing\nsource, from the date the vehicle is delivered to the dealer. The wholesale invoice price includes destination charges, a dealer holdback\namount, if any, and other miscellaneous amounts. The holdback amount is set by the manufacturer and may vary by vehicle. It is generally\nno more than 3% of the manufacturer's suggested retail price for most Ford brand vehicles but may change from time to time. The holdback\namount is generally later returned to the dealer by the manufacturer. Sometimes, the wholesale invoice price for new model vehicles may\nchange after vehicle delivery to reflect a change in the vehicle purchase program (for example, from a retail purchase program to a fleet\npurchase program) or other manufacturer pricing changes. In this case, the related receivable will be adjusted to reflect the final invoice\nprice as determined by the manufacturer and the related dealer. For program vehicles and used vehicles purchased by a dealer at a Ford-sponsored\nauction, Ford Credit finances the purchase price (including buyer fees, transportation costs and/or auction fees, if any) from the date\nof the dealer's purchase of the vehicle. For used vehicles that are not purchased at a Ford approved auction, Ford Credit generally finances\nup to 100% of the wholesale book value of the used vehicle as shown in selected trade publications such as the National Auto Dealers\nAssociation Official Used Car Guide. In that case, Ford Credit will finance the dealer's acquisition of the used vehicle from the date\nthe dealer requests financing and, to the extent required by Ford Credit, has delivered evidence of vehicle title to Ford Credit. If\na program vehicle or a used vehicle is reconditioned or certified under Ford's certified pre-owned vehicle program, the amount financed\nmay also include a certification fee and reconditioning costs.

Credit Lines.\nFord Credit extends floorplan financing under established credit lines. A dealer may have multiple credit lines for different types of\nvehicles, such as new, used, program vehicles, medium and heavy truck, fleet, demonstrator or service loaner vehicles. The typical dealer\nwill have new, used

and program vehicle credit lines for\nits car, light-truck and utility vehicle inventory. A dealer who engages in significant medium- and heavy-truck or fleet business may\nhave a medium- and heavy-truck credit line or a fleet credit line. A dealer may also have a demonstrator credit line or a daily rental\nor service loaner credit line. However, a dealer without those credit lines may have medium and heavy trucks, fleet, demonstrator or\nservice loaner vehicles on its new or used credit lines. Unless a dealer has a fleet credit line, vehicles ordered under Ford fleet programs\ntypically are placed on a dealer's new vehicle credit line.

The size of each\ncredit line that Ford Credit offers a dealer is primarily based on the dealer's historical sales rate. In the case of a new dealer, the\ncredit line is based on the dealer's expected sales rate. The amount of a credit line is reviewed periodically. A new vehicle credit\nline is generally set at an amount sufficient to finance, on average, a 60-day supply of new vehicles, but may be set at a higher or\nlower level. The size of new vehicle credit lines established by Ford Credit are guidelines, not absolute limits, and Ford Credit typically\npermits dealers to exceed their new vehicle credit lines for business reasons, including for seasonal variations in sales patterns. Ford\nCredit generally sets new vehicle credit lines at a size lower than the anticipated peak inventory levels. A used vehicle credit line\nis generally set at a size sufficient to finance, on average, a 30 to 45-day supply of used vehicles depending on the risk rating of\nthe dealer, but may be set at a higher or lower level. Used vehicle credit lines are strictly monitored and Ford Credit generally does\nnot allow dealers to exceed their used vehicle credit lines without specific approval.

Once a dealer starts\nto floorplan vehicles from a particular manufacturer, Ford Credit generally finances all purchases of vehicles by the dealer from the\nmanufacturer, up to the amount of the dealer's credit line. However, credit lines do not represent commitments, and Ford Credit may limit\nor suspend a credit line if, in its judgment, a dealer's inventory is significantly overstocked or a dealer is experiencing financial\ndifficulties. If Ford Credit suspends a dealer's credit line, Ford Credit may approve additional financing on a vehicle-by-vehicle basis.

Underwriting\nand Credit Review Process. A dealer seeking to finance its vehicle inventory with Ford Credit must submit a request for financing\nwith its financial and other information. Ford Credit's dealer credit department reviews the prospective dealer's business, legal and\noperational structure, credit information, financial statements or tax returns and bank references, and it evaluates the dealer's marketing\ncapabilities, financial resources and the amount and types of financing requested. The dealer credit department prepares a detailed written\ncredit analysis, including a recommendation approving or denying the request for financing. The written analysis and recommendation are\nthen reviewed and approved or denied by Ford Credit at the appropriate level of credit approval authority.

Ford Credit's underwriting\nand credit review process is entirely judgmental, because dealers have varying degrees of complexity in their legal and operational structures\nand business and financing needs. However, standard credit review format guidelines are used for all dealers to ensure consistent credit\ndecisioning.

The financing extended\nto a dealer depends on the financial strength of the dealer and the nature of its business and is tailored to suit the business and operational\nneeds of the dealer, including the number of dealership locations, multiple manufacturer franchises, the types of vehicles included in\nthe dealer's inventory and any specialty services provided for certain types of vehicles or customers, such as fleet customers. The level\nof credit approval authority required to approve a request for financing from a dealer is determined by the combination of types of financing\nextended to the dealer (such as floorplan credit lines, mortgage loans and working capital loans), the aggregate amount of financing\nextended to the dealer and other factors. The most important factors that require a higher level of credit approval authority are the\naggregate dollar amount of the dealer's floorplan credit lines and other financing with Ford Credit, the size of certain types of floorplan\ncredit lines that present more credit risk (such as used vehicle credit lines or fleet credit lines), whether other financing is extended\nto the dealer (such as mortgage loans or working capital loans) and a request for non-standard floorplan financing or processing terms,\nthe approval of which, in some cases, depends on a dealer's risk rating.

Most of Ford Credit's\ndealer floorplan customers have been financing their vehicle inventories with Ford Credit for many years. Due to the ongoing nature of\nthese long-standing business relationships, Ford Credit typically performs a credit review of each dealer biennially using a process\nsimilar to new dealer underwriting.

Ford Credit generally\napplies the same underwriting and credit review standards to Ford-franchised dealers and dealers franchised by other manufacturers. Ford\nCredit's financing decisions are made independently of Ford and Ford cannot require Ford Credit to provide financing for dealers who\ndo not meet Ford Credit's credit underwriting standards.

All dealers must\nsign a floorplan financing agreement with Ford Credit stating the terms of the financing. Ford Credit maintains an account file for each\ndealer consisting of the floorplan financing agreement, documents, analysis and records used in the credit review process and electronic\nrecords on its receivables system of the dealer's daily vehicle inventory and account balances. Ford Credit maintains possession of paper\ndocuments in the account file, including the floorplan financing agreement, at an offsite secured vendor location. Some dealer records\nare imaged and stored in an electronic storage system or created and maintained in Ford Credit's dealer floorplan finance system. Access\nto the electronic storage and receivables and dealer floorplan finance systems is limited to users having a business need and controlled\nby user identification and passwords. The vendor and electronic storage and other systems are subject to disaster recovery and business\ncontinuity plans to ensure safekeeping and preservation of the account files and dealer and receivables information.

Dealer Risk\nRating. Ford Credit uses a proprietary originations scoring model to evaluate new dealer account originations and to perform\ndealer credit reviews. This scoring model assigns each dealer a risk rating. In developing this model, Ford Credit analyzed its historical\ndealer performance data to identify key variables about a dealer that it considered most significant in predicting a dealer's ability\nto meet its financial obligations. These variables are both objective and subjective, and include liquidity, operating performance, profitability,\nthe size and age of vehicle inventory, dealer guarantees, financial and floorplan payment and performance and credit history with Ford\nCredit and other creditors. Ford Credit regularly reviews its originations scoring model to confirm the continued business significance\nand statistical predictability of the variables and adjusts its model to incorporate new variables or other information that improves\nits statistical predictability.

Dealers are assigned\na risk rating ranging from low risk to defaulted. For purposes of this prospectus, dealer risk ratings are categorized in the following\ngroups:

\n \n \n \n \n

Group I

–

Dealers with strong to superior financial metrics.

\n\n \n \n \n

Group II

–

Dealers with fair to favorable financial metrics.

\n\n \n \n \n

Group III

–

Dealers with marginal to weak financial metrics.

\n\n \n \n \n

Group IV

–

Dealers with poor financial metrics, including dealers classified as uncollectible.

A dealer's risk\nrating may be adjusted after each credit review or at any time if circumstances warrant.

Security Interests\nin Vehicles and Other Dealer Assets. The floorplan financing agreements grant Ford Credit a security interest in the financed\nvehicles and, in many cases, other dealer assets, such as vehicle parts inventory, equipment, fixtures, service accounts and dealership\nreal estate. In most cases, Ford Credit requires the individual owners of a dealer to guarantee the dealer's floorplan obligations and,\nfor dealers with a holding company structure, Ford Credit may require each level of ownership in the structure to provide a guarantee.\nIn its other lending activities, Ford Credit may make capital loans, mortgage loans or other advances to a dealer or its parent holding\ncompany or other affiliates that may also be secured by a security interest in the financed vehicles and in other dealer assets.

The security interest in a financed vehicle generally\nterminates at the time the vehicle is sold by the dealer, although the security interest continues in the identifiable proceeds of that\nsale. If a dealer sells a vehicle and fails to pay the related receivable, Ford Credit will not have recourse to the vehicle and must\nseek payment from the dealer from the proceeds of the sale of the financed vehicle and from other dealer assets securing the receivable.\nIn addition, if a dealer delivers a financed vehicle to a third party, such as a chassis upfitter or converter that is also a vehicle\ndealer or a seller of similar vehicles, the vehicle could potentially be sold by the third party or become subject to a competing security\ninterest of the finance source for the third party. If this were to happen, Ford Credit may not have recourse to the vehicle and would\nhave to seek payment from the dealer.

Insurance Coverage.\nUnder Ford Credit's floorplan financing agreements, comprehensive insurance coverage for the financed vehicles is mandatory and generally\nis purchased by Ford Credit and included with the financing. Ford Credit obtains this insurance from The American Road Insurance Company,\nan affiliated insurance company. The American Road Insurance Company is currently rated \"A\" by A.M. Best. The insurance\ncoverage is subject to deductibles per vehicle and per occurrence established by The American Road Insurance Company. Collision coverage\nfor the financed vehicles is not included with the financing. Over half of the dealers request Ford Credit to purchase collision coverage\nfrom The American Road Insurance Company and the remainder purchase it from other insurance companies. The in-transit vehicles are also\ncovered by comprehensive insurance arranged by Ford.

Ford Credit's Dealer Floorplan Portfolio

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n\n\n

Six months ended

June 30,

Year ended December 31,

2026⁽¹⁾

2025

2024

2023

2022

2021

(Dollars in Millions)

Average principal balance⁽²⁾\t

\t$21,119

\t$23,131

\t$22,469

\t$22,305

\t$16,708

\t$11,779

\t$11,101

\n\n\n

	⁽¹⁾	As of June 30, 2026, the total principal balance of receivables in Ford Credit's dealer floorplan portfolio was $21,670,677,093.48.
	⁽²⁾	Average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period\nindicated.

Material Changes to Origination and Underwriting Policies and Procedures

As part of its regular cycle plan, Ford Credit\nlaunched a new dealer risk rating model for dealer credit reviews in October 2024. Ford Credit used an expanded data set of its historical\ndealer performance to build the model, which uses new key variables with a greater ability to predict a dealer's ability to meet its near-term\nfinancial obligations.

In May 2021, the prime rate floor was lowered\nfrom 4.00% to 3.50% for floorplan financing.

On June 1, 2022, Ford Credit lowered its wholesale\nfloorplan rate from the prime rate plus 1.50% to the prime rate or prime rate plus 0.50%, depending on the line type.

For more information about Ford Credit's origination\nand credit underwriting policies and procedures, you should read \"— Origination and Underwriting\" above.

Servicing Experience

Ford Credit services the receivables and the securitization\ntransactions. Ford Credit is responsible for all servicing functions, except that the indenture trustee will be responsible for making\npayments to the noteholders based on information and calculations provided by the servicer. Ford Credit has been the servicer for its\ndealer floorplan securitization program in the United States since it started securitizing dealer floorplan receivables in 1989. None\nof the asset-backed securities in this program have experienced any losses or events of default. Ford Credit has not had any material\ninstances of noncompliance with the servicing criteria in its publicly-registered securitization program for dealer floorplan receivables.

As servicer of the receivables, Ford Credit will\ncollect and apply payments, make any required adjustments to the receivables, monitor dealer payments and dealer inventories and maintain\nbooks and records relating to the accounts and receivables. Ford Credit will service the receivables according to the policies and procedures\nthat it uses in servicing dealer floorplan receivables for its own account. Ford Credit has comprehensive web-based servicing policies\nand procedures that ensure common servicing practices are used for all receivables. These policies and procedures are described in \"—\nServicing and Dealer Relations\" below. Ford Credit's servicing and collections systems maintain records for all accounts and\nreceivables, track application of payments and maintain relevant information on the dealers and account status.

As is customary in the servicing industry, Ford\nCredit engages vendors, which may be affiliates, to perform certain servicing processes. These processes include imaging documents, performing\ndata entry and other administrative functions, verifying contract and financial information, generating form documents and reports, and\nperforming on-site vehicle inventory audits. Ford Credit requires all vendors to follow processes set by Ford Credit or agreed to between\nFord Credit and the vendor and regularly monitors them for compliance. Vendors do not have the discretion to make decisions that would\nmaterially affect agreed on processes, amounts collected or the timing for amounts applied to the accounts and receivables. Ford Credit\nbelieves these vendors could be replaced, if necessary. Some vendors perform their services from locations outside of the United States.

As servicer of the securitization transactions,\nFord Credit will prepare monthly investor reports, provide payment instructions to the indenture trustee and prepare annual compliance\nreports.

Servicing and Dealer Relations

Ford Credit services the dealer floorplan accounts\naccording to its policies and procedures. Ford Credit may change these policies and procedures from time to time.

Payment Terms.\nUnder Ford Credit's floorplan financing agreements, dealers are charged interest on each credit line at a floating rate that can change\nas often as daily. The floating rate is based on a reference interest rate selected by Ford Credit, which is currently the prime rate\ndesignated from time to time by selected financial institutions, although a different reference rate may be used and the reference rate\nmay be different for some dealers. The reference rate may be subject to a floor determined by Ford Credit from time to time. The reference\nrate for each credit line is generally increased by a spread based on a variety of factors, including the dealer's vehicle brand and whether\nthe credit line is for new or used vehicles. Historically, spreads have generally ranged from 0% to 2%, although recent spreads range\nfrom 0% to 0.5%. Ford Credit may change these spreads at any time. Dealers also pay a fixed amount per vehicle, or \"flat charges,\"\nestablished by Ford Credit from time to time to cover miscellaneous costs. The interest rate for dealers is not reduced by rebates that\nmay be earned by dealers under Ford Credit's incentive programs. These rebates are the obligation of Ford Credit and are paid to dealers\nseparately from the interest charges paid by dealers.

Ford Credit may demand payment of interest and\nprincipal on a receivable at any time, except for a small number of dealers for which Ford Credit may only demand payment of interest\nand principal on a receivable after the occurrence of an event of default under the applicable floorplan financing agreement. Ford Credit\ngenerally bills dealers for interest and other charges monthly in arrears. A statement of billing and related account information for\nthe prior month is prepared and generally made available to the dealers on the first day of each month. Interest and other charges are\ngenerally due on the first day of each month, although Ford Credit typically allows up to 15 business days for processing. Adjustment\nfees are paid by Ford monthly in arrears for the number of days in the month that the related vehicles were in-transit to the dealers.

Dealers are required to pay principal in full promptly\non the sale of a financed vehicle to a customer, without reduction for the amount of any holdback or incentive payments that may be owing\nto the dealer by the manufacturer of the vehicle. Ford Credit typically allows up to five business days for processing. Most dealers have\nchosen to participate in an optional automated net settlement program, simplifying

transactions by netting the dealer’s floorplan payoff against\nFord Credit’s purchase of a retail installment sale contract or lease. In limited circumstances, Ford Credit may agree with a dealer\nto delay the payment of principal for a stated period following the sale of the financed vehicle. Ford Credit may also allow payment of\nprincipal to be delayed up to 45 days (which may be extended for additional 15-day periods with credit approval) if the dealer sells vehicles\nto fleet buyers or government agencies whose payable systems may delay payment to the dealer. Also, in limited circumstances and with\napproval from higher credit approval authority, Ford Credit may allow payment of principal to be delayed up to 15 days. In each case,\nthe dealer remains obligated to pay Ford Credit the full principal amount, even if the buyer fails to pay, and Ford Credit receives security\nfrom the dealer in the form of an assignment of proceeds of the sale of the vehicle or a security interest in all of the dealer's assets.\nThese arrangements are subject to credit limits and increased monitoring. A dealer may prepay a floorplan line or receivable at any time,\ngenerally without a prepayment fee or penalty.

In addition, Ford Credit may require a dealer to\nmake periodic principal payments, or \"curtailments,\" before the sale of a financed vehicle. Ford Credit typically does not require\nlower risk dealers to make curtailment payments, but does require higher risk dealers to make monthly curtailment payments. The amount\nof monthly curtailment payments typically is 10% of the amount financed on a vehicle, starting a stated period of time after the vehicle\nis financed, which is generally over a year for new vehicles and less than a year for program vehicles and used vehicles.

From time to time, a dealer's floorplan account\nmay have an outstanding balance of zero. This may occur if the dealer is newly established with Ford Credit for financing or if the financing\nfor the dealer is in the process of being terminated.

A dealer may enter into a cash management agreement\nwith Ford Credit under which the dealer may make payments that effectively prepay its floorplan financing obligations and reduce its interest\ncharges. A dealer also may request a new advance of amounts previously prepaid under the cash management agreement. If a new advance is\nmade, the amount payable by the dealer relating to its receivables will increase by the amount of the new advance.

Dealer Monitoring.\nFord Credit regularly monitors the amount outstanding on each floorplan credit line. A dealer generally is permitted to exceed new vehicle\ncredit lines for business reasons, such as during peak selling seasons. If a dealer has slow inventory turnover, Ford Credit may reduce\nthe dealer's credit line to align with a vehicle inventory level better matched to the dealer's sales volume. Ford Credit may increase\nits dealer monitoring when a dealer exceeds a credit line. Monitoring procedures are determined based on the risk rating of a dealer,\nwith higher levels of monitoring for higher risk dealers. Ford Credit may also use systematic procedures so that approval is required\nbefore any financing is extended to the dealer. Ford Credit may evaluate a dealer's financial position and may suspend one or more of\na dealer's credit lines as described in \"— Origination and Underwriting — Underwriting and Credit Review Process\"\nabove.

Ford Credit electronically monitors dealer performance.\nThis monitoring includes daily payment verifications and monthly analysis of payoffs, aged inventory, over credit line and delinquency\nreports. In addition, Ford Credit uses a proprietary dealer behavioral scoring model to perform a monthly statistical analysis of each\ndealer's financial and floorplan payment and performance trends and credit line utilization. For most dealers no further monitoring is\nrequired.

Ford Credit utilizes additional electronic monitoring,\nincluding tracking vehicle identification numbers of financed, sold and registered vehicles, to identify irregular business practices\nand potential dealer fraud. If Ford Credit detects those activities or if a dealer exhibits adverse payment patterns or trends, Ford Credit\nwill take actions such as contacting the dealer, placing the dealer on higher levels of monitoring and review, conducting an on-site vehicle\ninventory audit, performing a credit review, suspending the dealer's credit line or classifying the dealer as status. Ford Credit's behavioral\nscoring model was developed analyzing historical dealer performance to identify key variables that predict a dealer's ability to meet\nnear-term financial obligations. Ford Credit regularly reviews the behavioral

scoring model to confirm the continued business significance and statistical\npredictability of the model and may make updates to improve the performance of the model.

Ford Credit regularly reviews dealer financial\nstatements to evaluate the dealer's financial position. Dealers typically submit financial statements monthly. Ford Credit typically performs\na credit review for each dealer biennially and more frequently reviews certain dealers based on the dealer's risk rating and total exposure.

Ford Credit regularly audits dealer inventory and\ndealer sales records to verify that the dealer is in possession of the financed vehicles and is promptly paying each receivable following\nthe sale of the financed vehicle. The frequency of on-site vehicle inventory audits depends primarily on the dealer’s risk rating.\nUnder Ford Credit’s policies, on-site vehicle inventory audits of lower risk dealers are conducted only as circumstances warrant.\nOn-site vehicle inventory audits of higher risk dealers are conducted with increased frequency based primarily on the dealer’s risk\nrating, but also considering the results of Ford Credit’s electronic monitoring of the dealer’s performance, including daily\npayment verifications and monthly analysis of the dealer’s financial statements, payoffs, aged inventory, over credit line and delinquency\nreports. Overall, a greater number of on-site audits are performed on the higher risk dealers than the minimum number of audits required\nby Ford Credit's policies. The dealer generally receives no advance notice of an on-site audit and there are limits on the number of consecutive\non-site audits that may be performed by the same lead auditor for a particular dealer. In every on-site audit, Ford Credit reviews the\ndealer's sales records and conducts an inventory of the financed vehicles and reconciles vehicle inventories with Ford Credit's records\nof financed vehicles. An on-site audit cannot be completed or closed, and the auditors generally cannot leave the dealership, until all\nfinanced vehicles are accounted for or payment is received for the related receivables. Ford Credit uses a third-party vendor to perform\non-site vehicle inventory audits. The vendor performs the audits according to Ford Credit's policies and procedures and provides the results\nof the audits to Ford Credit. Ford Credit reconciles each audit to its records and periodically monitors the vendor for compliance with\nits policies and procedures.

Dealer Status.\nFord Credit will classify a dealer as \"status\" if the dealer fails to make principal or interest payments when due under the\nfloorplan financing agreement, the dealer is subject to a bankruptcy proceeding, or other circumstances require immediate action. Ford\nCredit works with dealers to resolve the circumstances that led to the status classification.

When a dealer account is classified as status,\nFord Credit may take one or more of the following actions based on the particular circumstances of the classification:

demand payment of all or a portion of the related receivables,

suspend the dealer's credit lines,

place Ford Credit employees or security personnel at the dealership,

secure the dealer inventory by holding vehicle keys and documents evidencing\nownership,

require certified funds for all sold vehicles,

initiate legal actions to exercise rights under the floorplan financing agreement,\nor

increase the dealer's floorplan interest rate.

If a loss appears imminent, Ford Credit performs\nan analysis of its security, attempts to liquidate all remaining collateral, enforces any third-party guarantees and charges off any remaining\namounts as uncollectible. Liquidation of the dealer's inventory may be accomplished by:

voluntary liquidation in which the dealer reduces its inventory through ordinary\ncourse sales to retail customers,

forced liquidation in which the dealer's inventory is transferred to another\ndealer, repurchased by the manufacturer and redistributed or auctioned, or

voluntary surrender of the dealer's inventory in which the dealer's inventory\nis transferred to another dealer or auctioned.

Benefits of\nRelationship with Ford. Ford Credit realizes a number of benefits from its relationship with Ford. Integrated systems used\nby Ford, Ford Credit and the dealers provide additional controls for Ford Credit's dealer floorplan financing business. Ford-franchised\ndealers are required to report the sale of each financed vehicle to Ford promptly to register the vehicle warranty and obtain manufacturer\nsales incentives. Ford reports vehicle sales information to Ford Credit each day, which allows Ford Credit to track payments of the related\nreceivable immediately following the sale of the financed vehicle. Ford Credit also has access to a dealer's monthly financial statements\nrequired to be filed with Ford and key performance measures tracked by Ford. Ford Credit uses this information in its dealer monitoring\nwhich allows Ford Credit to track a dealer's financial condition in a timely manner.

Manufacturer\nFinancial Assistance Programs for Dealers. Ford has historically provided financial assistance programs for Ford-franchised\ndealers from time to time in the form of guarantees or capital loans, marketing support and financial and sales incentives. Ford may also\nprovide incentives or other support to encourage dealers to set aside a portion of their inventory for use as service loaners for customers\nwhose vehicles are in for service or repairs. This assistance is provided at the option of Ford, and Ford may terminate these programs\nat any time. These types of assistance are provided by Ford for the benefit of its dealers, but they do not relieve the dealers of their\nobligations to Ford Credit.

In addition, Ford provides a limited commitment\nto repurchase inventory in the event the sales and service agreement between Ford and each Ford-franchised dealer is terminated. The sales\nand service agreement may be terminated by the dealer at any time and by Ford for default by the dealer or the occurrence of certain events,\nsuch as a material misrepresentation, bankruptcy or failure to comply with laws. If terminated by the dealer, the dealer may require or,\nif terminated by Ford, the dealer may request, Ford to repurchase new vehicles and vehicle parts inventory. Ford generally will repurchase\nnew, current model year vehicles at the wholesale invoice price, less the dealer holdback amount and applicable taxes and vehicle parts\ninventory at stated percentages of the invoice price.

Dealer Floorplan Portfolio Performance

The following tables show status, loss, monthly\npayment rates, age distribution and dealer risk rating group distribution information for Ford Credit's dealer floorplan portfolio, which\nmay be influenced by a variety of economic, market, social, geographic and other factors beyond the control of Ford Credit. For example,\nthe 2007-2009 global financial crisis and the COVID-19 pandemic each caused widespread deterioration in household, business and economic\nconditions and caused severe disruptions and significant dislocations and volatility in the economy and global financial markets.

The effects of a significant global or regional\nevent such as the COVID-19 pandemic on Ford-franchised dealers along with Ford’s suspension of manufacturing in North America combined\nto have a significant impact on Ford Credit’s dealer floorplan portfolio performance. For example, payment rates and the total principal\nbalance of receivables in Ford Credit’s dealer floorplan portfolio were volatile during the second quarter of 2020. Payment rates\ninitially decreased during the onset of the pandemic as dealers began temporarily ceasing normal operations and Ford suspended manufacturing\nin North America, resulting in a significant decrease in the total principal balance of receivables in Ford Credit's dealer floorplan\nportfolio. Payment rates of Ford Credit’s dealer floorplan portfolio subsequently increased rapidly and significantly as dealers\nresumed normal operations and Ford restarted production and offered attractive marketing programs for new vehicle customers, and the total\nprincipal balance of receivables in Ford Credit's dealer floorplan portfolio began growing again. In addition, the age distribution of\nFord

Credit’s dealer floorplan portfolio shifted toward more days outstanding,\nprimarily, because the origination of new receivables paused in the second quarter of 2020 when Ford suspended manufacturing in North\nAmerica for several months.

The accounts designated to the trust represent\nmost but not all of Ford Credit's dealer floorplan portfolio, but generally consist of all of the accounts in Ford Credit's dealer floorplan\nportfolio that are eligible to be designated to the trust. It is not certain whether the status, loss, payment rate, age distribution\nand dealer risk rating group distribution information for the receivables in the trust will be similar to the historical experience shown\nbelow for Ford Credit's dealer floorplan portfolio. The percentages in the following tables may not sum to 100% due to rounding.

\"Status\" Information for Ford Credit's\nDealer Floorplan Portfolio

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As\n of June 30,	As\n of December 31,
	2026	2025	2025	2024	2023	2022	2021
	(Dollars in Millions)
Number\n of accounts	3,283	3,317	3,311	3,344	3,438	3,496	3,534
Number\n of \"status\" accounts	5	4	4	3	1	1	2
Percentage\n of \"status\" accounts	0.152%	0.121%	0.121%	0.090%	0.029%	0.029%	0.057%
Average\n principal balance⁽¹⁾	$21,119	$23,131	$22,469	$22,305	$16,708	$11,779	$11,101
Principal\n balance of \"status\" receivables	$35.5	$47.2	$4.2	$7.4	$2.7	$1.7	$13.7
Percentage\n of principal balance of \"status\" receivables	0.168%	0.204%	0.019%	0.033%	0.016%	0.015%	0.124%

⁽¹⁾

Average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period\nindicated.

Loss Information for Ford Credit's Dealer Floorplan\nPortfolio

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Six\n months ended June 30,	Year\n ended December 31,
	2026	2025	2025	2024	2023	2022	2021
	(Dollars in Millions)
Average\n principal balance⁽¹⁾	$21,119	$23,131	$22,469	$22,305	$16,708	$11,779	$11,101
Net\n losses (recoveries)⁽²⁾	$(3.0)	$(0.1)	$7.2	$(0.3)	$(0.7)	$(2.3)	$(1.5)
Net\n losses/average principal balance⁽³⁾	(0.028)%	(0.001)%	0.032%	(0.001)%	(0.004)%	(0.019)%	(0.014)%
Liquidations⁽⁴⁾	$65,453	$65,664	$136,187	$128,093	$116,853	$99,560	$98,653
Net\n losses/liquidations	(0.005)%	0.000%	0.005%	0.000%	(0.001)%	(0.002)%	(0.002)%

\n\n\n\n\n\n\n

	⁽¹⁾	Average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period\nindicated.
	⁽²⁾	Net losses in any period are gross losses, including actual losses and estimated losses, less any recoveries, including actual recoveries\nand reductions in the amount of estimated losses, in each case, for the period. This loss experience takes into account financial assistance\nprovided by Ford to dealers in limited instances. If Ford does not provide this assistance in the future, the loss experience of Ford\nCredit's dealer floorplan portfolio may be adversely affected. This loss experience also reflects recoveries from dealer assets other\nthan the financed vehicles. However, because the interest of the trust in any other dealer assets will be subordinated to Ford Credit's\ninterest in those assets, the net losses experienced by the trust may be higher.
	⁽³⁾	For the non-annual periods, the percentages are annualized.
	⁽⁴⁾	Liquidations represent payments and net losses that reduce the principal balance of the receivables for the period indicated.

Payment rates of Ford Credit's dealer floorplan\nportfolio initially decreased during the onset of the COVID-19 pandemic as dealers began ceasing normal operations and Ford suspended\nmanufacturing in North America. Payment rates subsequently increased as dealers resumed normal operations and Ford restarted production.\nPayment rates have remained elevated as demand has exceeded supply.

Payment Rates⁽¹⁾ of\nFord Credit's Dealer Floorplan Portfolio

	Six\n months ended \n June 30,	Year\n ended December 31,
	2026	2025	2025	2024	2023	2022	2021

Highest month	58.0%	54.5%	58.4%	52.8%	70.4%	92.9%	96.1%
Lowest month	44.0%	38.7%	38.7%	41.4%	51.3%	58.1%	51.6%
Average of the months in the period	51.7%	47.6%	50.8%	48.0%	58.6%	72.2%	76.5%

⁽¹⁾

The payment rate for a month equals liquidations for the month divided by the principal balance of the receivables at the beginning\nof that month.

Age Distribution⁽¹⁾ of\nFord Credit's Dealer Floorplan Portfolio

	As\n of June 30,	Year\n ended December 31,⁽²⁾
Days\n Outstanding	2026	2025	2025	2024	2023	2022	2021

1 - 120	89.5%	88.3%	89.4%	90.5%	92.9%	93.0%	88.9%
121 - 180	4.7%	4.5%	4.2%	4.1%	3.2%	3.2%	5.0%\n
181 - 270	3.4%	3.3%	3.2%	2.8%	2.0%	1.9%	3.1%\n
Over 270	2.3%	3.9%	3.3%	2.6%	1.9%	2.0%\n	3.1%

\n\n\n

	⁽¹⁾	Age distribution is the number of days that each receivable (including in-transit receivables) was financed by Ford Credit, expressed\nas a percentage of the total principal balance of the receivables as of that date separating the in-transit finance period from the post-delivery\nfinance period.
	⁽²⁾	The age distribution for each year ending December 31 is the average of the age distributions as of the end of each quarter in\nthat year.

Dealer Risk Rating Group Distribution⁽¹⁾ of\nFord Credit's Dealer Floorplan Portfolio

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Dealer\n Risk Rating \n Group		As\n of June 30,
	2026		2025
		Number of \n Accounts	Principal \n Balance	Number of \n Accounts	Principal \n Balance
I		56.8%	83.7%	59.3%	82.4%
II		6.6%	6.3%	4.3%	4.5%
III		0.6%	0.7%	0.4%	0.2%
IV		0.2%	0.2%	0.1%	0.2%
Other⁽²⁾		35.8%	9.2%	35.8%	12.6%

Dealer\n Risk	As\n of December 31,
Rating Group	2025		2024		2023	2022		2021
	Number of \n Accounts	Principal \n Balance		Number of \n Accounts	Principal \n Balance	Number of \n Accounts	Principal \n Balance		Number of \n Accounts	Principal \n Balance	Number of \n Accounts	Principal \n Balance

I	57.8%	85.8%		61.0%	88.5%	61.5%	86.1%		62.4%	85.6%	61.1%	79.6%
II	5.9%	6.0%		2.9%	3.5%	1.9%	1.8%		1.4%	1.0%	3.7%	3.7%
III	0.6%	0.4%		0.2%	0.1%	0.2%	0.1%		0.1%	0.0%	0.3%	0.3%
IV	0.1%	0.0%		0.1%	0.0%	0.0%	0.0%		0.0%	0.0%	0.1%	0.1%
Other⁽²⁾	35.6%	7.7%		35.7%	7.8%	36.4%	12.0%		36.0%	13.4%	34.8%	16.3%

\n\n\n

	⁽¹⁾	Includes accounts designated to the trust that have a zero balance, but excludes accounts not designated to the trust that have a\nzero balance.
	⁽²⁾	Includes dealers that have no dealer risk rating, generally because Ford Credit only provides in-transit financing for the dealer\nor because Ford Credit is in the process of terminating the financing for the dealer.

For more information about Ford Credit's Dealer\nFloorplan Portfolio, the trust's security interest in other dealer assets and dealer risk ratings, you should read \"— Origination\nand Underwriting — Security Interests in Vehicles and Other Dealer Assets\" and \"— Dealer Risk Rating\" above.

Material Changes to Servicing Policies and Procedures

As part of its regular cycle plan, Ford Credit\nlaunched a new behavioral scoring model in September 2024. That new model uses advanced key variables with an improved ability to\nanalyze a dealer’s financial and floorplan payment and performance trends and assess the probability that the dealer will make principal\nor interest payments when due under its floorplan financing agreement with Ford Credit.

In August 2021, Ford Credit formalized a fully\nremote work pattern for nearly all servicing personnel in the United States while maintaining physical locations to accommodate in-person\nwork as needed. In June 2025, Ford Credit reopened one U.S. business center with employees working a hybrid work pattern. In October 2025,\nFord Credit further expanded this hybrid work model by reopening a second U.S. business center.

For more information\nabout Ford Credit's servicing policies and procedures, you should read \"— Servicing and Dealer Relations\"\nabove.

Demands to Repurchase Receivables from Trust Pool

Ford Credit has securitized its dealer floorplan\nreceivables solely through the trust since 2001. The transaction documents for the trust contain covenants requiring Ford Credit and the\ndepositors to repurchase a receivable for breach of a representation made about that receivable that has a material adverse effect on\nthe receivable and is not corrected before the date the receivable is required to be repurchased. During the three-year period ended June 30,\n2026, neither Ford Credit nor any of the depositors, the indenture trustee or the owner trustee received a demand to repurchase any receivable\nin any series sponsored by Ford Credit, and there was no activity for any demand made before that period. Ford Credit, as securitizer,\ndiscloses all repurchase demands and related activity on SEC Form ABS-15G. Ford Credit filed its most recent Form ABS-15G for\nrepurchase demands related to the three-year period ended December 31, 2025 with the SEC on February 6, 2026. Ford Credit's\nCIK number is 0000038009.

Trust\nProperty

The following description of the trust property\nsummarizes certain parts of the transaction documents, including the receivables purchase agreements, the sale and servicing agreements,\nthe indenture and indenture supplement and the asset representations review agreement, but is not a complete description of these agreements.\nFor more details about the transaction documents, you should read the transaction documents that are included as exhibits to the registration\nstatement filed with the SEC that includes this prospectus.

Trust Assets

The primary asset of the trust is a revolving pool\nof receivables originated in accounts established by Ford Credit with motor vehicle dealers to finance their new and used car, truck and\nutility vehicle inventory under floorplan financing agreements and sales and service agreements. The receivables represent:

Ford's rights to receive payments from dealers for their purchase of Ford-manufactured\nnew car, truck and utility vehicle inventory, called \"in-transit receivables,\"

Ford Credit's rights to receive adjustment fees from Ford for the in-transit\nreceivables, and

Ford Credit's rights to receive payments from dealers for financing of the\ndealers' new and used car, truck and utility vehicle inventory.

In addition to the receivables, the trust property\nwill include the following assets:

collections on the receivables,

security interests in the financed vehicles and in any non-vehicle related\nsecurity,

rights under the transaction documents for the repurchase of receivables,

rights related to the receivables under the floorplan financing agreements,

rights to funds and investments in the bank accounts of the trust,

rights under the transaction documents to credit enhancements for the series,\nand

all proceeds of the above.

Receivables in Designated Accounts

In order for the receivables in an account to be\nsold by Ford Credit to a depositor, and then sold by that depositor to the trust, the account must be designated to the trust. At the\ntime an account is designated to the trust, all receivables then existing in that account will be sold to the trust. Afterwards, all new\nreceivables originated in that account will be sold automatically to the related depositor, and, in turn, to the trust, unless the account\nlater becomes an ineligible account or is redesignated. The accounts that have been designated to the trust represent most of Ford Credit's\nU.S. portfolio of dealer floorplan accounts.

Under a sale and assignment agreement, Ford will\nsell each in-transit receivable to Ford Credit when the related financed vehicle is released by Ford for shipment to the dealer. If Ford\nCredit is the dealer's finance source for new vehicle inventory, on delivery of the vehicle to the dealer, the in-transit receivable will\nbe assigned by the trust to the depositor in exchange for the related new obligation of the dealer to repay Ford Credit under the dealer's\nfloorplan financing agreement with Ford Credit. If a third party is the dealer's finance source for new vehicle inventory, on delivery\nof the vehicle to the dealer, Ford will collect payment on the in-transit receivable from the third-party finance source, on behalf of\nthe dealer, and will forward the payment to Ford Credit on the following business day. On occasion, after an in-transit receivable is\nsold to the trust, Ford may suspend delivery of the related vehicle to inspect the vehicle for and address, if necessary, a quality or\nsafety issue that may have occurred during the manufacturing process but that was not identified before the vehicle was released from\nthe factory or customs or during maritime transit from the port of export. The affected in-transit receivable is removed from the pool\nbalance until delivery of the vehicle resumes.

Eligible Accounts

At the time an account is designated to the trust\nit must be an eligible account, and the depositors are required to redesignate an account that is no longer an eligible account. An \"eligible\naccount\" is an account that:

was established by Ford or Ford Credit with a motor vehicle dealer under a\nsales and service agreement or a floorplan financing agreement for the dealer's car, truck and utility vehicle inventory,

is in existence and maintained and serviced by Ford Credit,

relates to a dealer showroom located in the United States,

is in favor of a dealer not classified by the servicer as status, and

is an account as to which no material amounts have been charged off as uncollectible\nat any time within the previous 24 months.

The definition of eligible account may be changed\nwithout the consent of the noteholders of any series if:

the depositors certify that the change will not cause an amortization event\nor an event of default to occur for any series, or materially and adversely affect the amount or timing of payments to be made to the\nnoteholders of any series, and

the rating agency condition is satisfied for the rating agencies for each\nseries.

Additional Designated Accounts

Each depositor may designate additional eligible\naccounts from Ford Credit's portfolio of dealer floorplan accounts to the trust at any time. The depositors may be required to designate\nadditional eligible accounts to the trust to maintain the pool balance of the trust at required levels.

On the designation of an additional account, Ford\nCredit will sell to the related depositor and that depositor will sell to the trust the receivables then existing in the additional account\nand any receivables originated in the future in that account.

Additional accounts may be designated to the trust\nsubject to the satisfaction of certain conditions, including:

each depositor has represented that:

—

each additional account is an eligible account,

—

the additional accounts were not chosen through a selection process that was reasonably believed to be adverse to the interests of\nthe noteholders,

—

it is not insolvent and the sale of the receivables originated in those additional accounts will not result in its insolvency, and

—

the addition of the receivables originated in those additional accounts will not cause an amortization event to occur,

for designations of additional accounts exceeding certain quarterly or annual\nlimits, the rating agency condition has been satisfied for the rating agencies for each series,

delivery of an opinion of counsel on the validity and enforceability of the\nassignment of the receivables under the additional accounts, and

each depositor has certified that each of these conditions has been satisfied.

Redesignation of Accounts

In addition to redesignations for breaches of representations\nmade in connection with a series issuance, accounts may also be redesignated from the trust as described below. Starting on the redesignation\ndate, the receivables in a redesignated account, including all collections on those receivables, generally will be reassigned by the trust\nto the related depositor. On reassignment, the principal balance of the reassigned receivables will be deducted from the pool balance\nand the depositor interest will be reduced by the same amount. After the redesignation date, the trust will have no further right to or\ninterest in any receivables originated in a redesignated account.

Eligible Accounts.\nThe depositors may redesignate eligible accounts and remove from the trust all the receivables originated in those accounts. The depositors'\nrights to redesignate eligible accounts and to remove all the related receivables from the trust will be subject to the satisfaction of\ncertain conditions, including:

the related depositor has represented that:

—

the redesignation will not cause an amortization event to occur or cause the net adjusted pool balance to be less than the required\npool balance, and

—

the accounts were not chosen through a selection process that was materially adverse to the interests of the noteholders or the depositors,

the rating agency condition has been satisfied for the rating agencies for\neach series, and

the related depositor has certified that each of these conditions has been\nsatisfied.

Ineligible\nAccounts. On the first day of the month following the month in which an account becomes an ineligible account, the related\ndepositor must redesignate that account from the trust. However, in the case of an ineligible account in respect of which material amounts\nhave been charged off as uncollectible within the previous 24 months, the existing receivables in the account may remain in the trust\nnotwithstanding the redesignation of the account, or be reassigned to the related depositor to the extent that the receivables do not\nexceed 3.0% of the pool balance on a rolling 12-month basis.

The principal balance of reassigned receivables\nfrom a redesignated ineligible account will be deducted from the pool balance. If the deduction would cause the depositor amount to fall\nbelow the required depositor amount for any series, the related depositor must deposit the shortfall in the excess funding account.

In addition, for administrative convenience, if\nthe financing for a dealer has been terminated and the account has an outstanding balance of zero, the account may be redesignated from\nthe trust without notifying the trust.

Sale of Receivables and Related Security

Under each receivables purchase agreement, Ford\nCredit will sell to the related depositor on a daily basis all receivables that are originated in dealer floorplan accounts that are designated\nto the trust. Under each sale and servicing agreement, the related depositor will sell to the trust on a daily basis these receivables.

Only the receivables originated in the designated\naccounts will be sold by Ford Credit to the related depositor and sold by that depositor to the trust. The designated accounts themselves\nare not sold to the depositors and sold to the trust. Ford Credit will continue to own the designated accounts and will remain obligated\nunder the terms of the floorplan financing agreements to make all related advances on behalf of the dealers.

A dealer may have multiple dealer floorplan accounts\ndepending on the number of its dealership locations or credit lines. At the time a dealer account is first designated to the trust, Ford\nCredit may choose to designate all or only some of the accounts to the trust.

Under each receivables purchase agreement, Ford\nCredit will sell to the related depositor on a daily basis its rights in:

receivables in the accounts at the time the accounts were designated to the\ntrust,

receivables originated in the designated accounts after they were designated\nto the trust,

all related security consisting of:

—

the security interests granted by the dealers in the financed vehicles,

—

security interests granted by a dealer in other dealer assets, such as vehicle parts inventory, equipment, fixtures, accounts and\nreal property, and any guarantees from a dealer or its principals, all of which may be subordinated to the rights of Ford Credit, and

—

all related rights under the sale and assignment agreement between Ford and Ford Credit, and

the proceeds of all of the above.

Under each sale and servicing agreement, each depositor\nwill sell to the trust on a daily basis all of its rights in the assets purchased from Ford Credit under the related receivables purchase\nagreement, together with all of that depositor's rights relating to the receivables under the related receivables purchase agreement.

Security Interest.\nFord Credit and the depositors will file financing statements to perfect the trust's interest in the receivables and the related security.\nFord Credit, as servicer, will mark its computer records to indicate that the receivables have been sold to the related depositor, have\nbeen sold by that depositor to the trust, and have been pledged by the trust to the indenture trustee under the indenture. Ford Credit\nwill provide the depositors and the owner trustee with account schedules showing each designated account and will provide updated schedules\nif additional accounts are designated or if any accounts are redesignated.

Ford Credit, as servicer, will deliver to the indenture\ntrustee once each year an officer's certificate affirming that no further action is necessary to maintain the trust's perfected security\ninterest in the receivables and the related security.

Subordination\nof Security in Other Dealer Assets. Ford Credit may make capital loans, mortgage loans or other advances to a dealer or\nits affiliates that may also be secured by the financed vehicles and other dealer assets. A default under one of those loans may result\nin a default under the dealer's floorplan financing agreement with Ford Credit. In Ford Credit's discretion, the security interests transferred\nto the trust in other dealer assets may be subordinated to Ford Credit's senior security interest in those assets. In each receivables\npurchase agreement, Ford Credit will agree not to assert its security interest in any financed vehicle until the trust is paid in full\non the receivable secured by the financed vehicle. However, Ford Credit, in its discretion, may enforce its security interest on other\ndealer assets for its own benefit before the trust is permitted to do so. Because the trust will have a subordinate position in other\ndealer assets, it may not realize any proceeds from these assets.

For more information about the security interests\nin the trust property, you should read \"Sponsor and Servicer — Origination and Underwriting — Security Interests in Vehicles\nand Other Dealer Assets,\" \"Risk Factors — Bankruptcy of Ford Credit could result in accelerated, reduced or delayed payments\non your notes\" and \"Important Legal Considerations.\"

Trust Pool

The following information relates to the trust's\npool of dealer floorplan receivables originated in accounts designated to the trust. Because the designated accounts and the receivables\nwill change over time, the following information is not necessarily indicative of the composition of the trust pool on another date.

Key Information\nfor Trust Pool. On June 30, 2026, the accounts designated to the trust and the receivables in the trust had the following\ncharacteristics:

There were 2,882 designated accounts and the total principal balance of receivables\noriginated in these accounts was $17,202,386,584.91. There were 260 designated accounts that had a zero balance.

The average principal balance of receivables per designated account was $5,968,905.82.\nExcluding designated accounts with a zero balance, the average principal balance of receivables per designated account was $6,560,788.17.

The weighted average spread over the prime rate charged on the receivables\nwas 0.46% per annum.

The dealer overconcentration, the manufacturer overconcentration, the medium\nand heavy truck overconcentration, the fleet vehicle overconcentration, the development dealer overconcentration and the used vehicle\n(including program vehicles) overconcentration were each zero.

The total principal balance of ineligible receivables was $530,100.00.

The total outstanding balance of principal receivables relating to accounts\nthat have been classified as \"status\" for longer than 31 days was zero.

For more information about overconcentrations\nand ineligible receivables, you should read \"Description of the Notes — Ineligible Receivables and Overconcentration Amounts.\"

Ford Credit does not consider any of the receivables\nin the trust on June 30, 2026 to be exceptions to its underwriting standards described in \"Sponsor and Servicer — Origination\nand Underwriting.\"

The following tables show the geographic distribution\nand account balance distribution of the trust pool on June 30, 2026. The percentages in the following tables may not sum to 100.0%\ndue to rounding.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Geographic Distribution of the Trust Pool
State⁽¹⁾	Principal Balance		Percentage of Total Principal Balance		Number of Designated Accounts	Percentage of Total Number of Designated Accounts
Texas	$	2,589,692,240.22		15.1%		229	7.9%
Florida		1,418,548,180.43		8.2		113	3.9
California		925,785,823.47		5.4		139	4.8
Other⁽²⁾		12,268,360,340.79		71.3		2,401	83.3
Total	$	17,202,386,584.91		100.0%		2,882	100.0%

⁽¹⁾

Based on the location of the related dealer showroom.

⁽²⁾

No other state represents more than 5.0% of the principal balance of receivables owned by the trust.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Account Balance\n Distribution of the Trust Pool
Range of Account Balances	Principal Balance		Percentage of Total \n Principal Balance		Number of \n Designated Accounts	Percentage of \n Total Number of Designated \n Accounts
$999,999.99 or lower	$	265,603,582.50		1.5%		768	26.6%
$1,000,000.00 to $2,499,999.99		918,273,504.95		5.3		543	18.8
$2,500,000.00 to $4,999,999.99		1,997,490,416.92		11.6		550	19.1
$5,000,000.00 to $7,499,999.99		2,031,516,343.16		11.8		332	11.5
$7,500,000.00 to $9,999,999.99		1,707,151,230.55		9.9		197	6.8
$10,000,000.00 or higher		10,282,351,506.83		59.8		492	17.1
Total	$	17,202,386,584.91		100.0%		2,882	100.0%

Static Pool\nInformation About Trust Pool. The accounts designated to the trust represent most but not all of Ford Credit's dealer floorplan\nportfolio, but generally consist of all of the accounts in Ford Credit's dealer floorplan portfolio that are eligible to be designated\nto the trust and consistent with any overconcentration limits. As a result, Ford Credit does not have other pools of dealer floorplan\nreceivables that are similar to the trust pool, and treats the historical information about the trust pool as its \"static pool\"\ninformation for securitizations of dealer floorplan receivables.

The following tables show status, loss, monthly\npayment rates, age distribution and dealer risk rating group distribution information for the trust pool, which may be influenced by a\nvariety of economic, market, social, geographic and other factors beyond the control of Ford Credit. For example, the COVID-19 pandemic\ncreated a global public health crisis that resulted in widespread deterioration in household, business and economic activity, including\nimpacting Ford Credit’s dealer floorplan portfolio and the trust. For more information about the impact of the COVID-19 pandemic\non Ford Credit’s dealer floorplan portfolio, you should read \"Sponsor and Servicer — Dealer Floorplan Portfolio Performance\"\nabove.

Because the designated accounts and the receivables\nwill change over time, the actual experience of the trust pool may differ from that shown below. It is not certain whether the information\nfor the trust pool in the future will be similar to the historical experience for the trust pool shown below. The percentages may not\nsum to 100.0% due to rounding.

\"Status\"\nInformation⁽¹⁾ for the Trust Pool

	As\n of June 30,			As\n of December 31,
	2026		2025		2025		2024	2023		2022	2021
	(Dollars in Millions)
Number\n of accounts		2,882				2,989			2,933			3,041		3,219		3,387		3,370
Number\n of \"status\" accounts		–				–			–			–		–		–		–
Percentage\n of \"status\" accounts		0.000	%			0.000	%		0.000	%		0.000	%	0.000	%	0.000	%	0.000	%
Average\n principal balance⁽²⁾		$16,959				$18,848			$18,283			$18,599		$14,294		$10,858		$11,536
Principal\n balance of \"status\" receivables		$0.0				$0.0			$0.0			$0.0		$0.0		$0.0		$0.0
Percentage\n of principal balance of \"status\" receivables		0.000	%			0.000	%		0.000	%		0.000	%	0.000	%	0.000	%	0.000	%

⁽¹⁾

The trust generally had no \"status\" receivables as of the end of the periods above because the depositors elected to accept\nreassignment of the receivables in the accounts redesignated from the trust when the dealer was classified as \"status\" or, in\nlimited cases, within 90 days after classification. However, the depositors are not required to do so, and they may not continue to do\nso in the future. For a description of the redesignation of \"status\" accounts and the reassignment of \"status\"\nreceivables, you should read \"Trust Property – Redesignation of Accounts – Ineligible Accounts.\"

⁽²⁾

Average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period\nindicated.

Loss Information⁽¹⁾ for the Trust\nPool

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Six months ended June 30,	Year ended December 31,
	2026	2025	2025	2024	2023	2022	2021
	(Dollars in Millions)
Average principal balance⁽²⁾\t	$16,959	$18,848	$18,283	$18,599	$14,294	$10,858	$11,536
Net losses (recoveries)⁽³⁾\t	$0.0	$0.0	$0.0	$0.0	$0.0	$0.0	$0.0
Net losses/average principal balance⁽⁴⁾\t	0.000%	0.000%	0.000%	0.000%	0.000%	0.000%	0.000%

⁽¹⁾

The trust has not experienced a loss on the trust pool during the periods above because the depositors elected to accept reassignment\nof the receivables in the accounts redesignated from the trust when the dealer was classified as \"status\" or, in limited cases,\nwithin 90 days after classification. However, the depositors are not required to do so, and they may not continue to do so in the future.\nFor a description of the redesignation of \"status\" accounts and the reassignment of \"status\" receivables, you should\nread “Trust Property - Redesignation of Accounts - Ineligible Accounts.\"

⁽²⁾

Average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period\nindicated.

⁽³⁾

Net losses in a period are gross losses, including actual losses and estimated losses, less any recoveries, including actual recoveries\nand reductions in the amount of estimated losses, in each case, for that period. Recoveries include amounts received from other dealer\nassets securing the receivables in addition to the financed vehicles.

⁽⁴⁾

For non-annual periods, the percentages are annualized.

In the past five years, payment rates of the trust\npool have increased. Payment rates have remained elevated as demand has exceeded supply.

Monthly Payment Rates⁽¹⁾ of the\nTrust Pool

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Six\n months ended June 30,	Year\n ended December 31,
	2026	2025	2025	2024	2023	2022	2021

Highest month\t	60.2%	55.0%	60.3%	53.3%	71.4%	95.5%	99.4%
Lowest month\t	44.8%	38.5%	38.5%	42.8%	53.1%	59.0%	52.0%
Average of the months in the\n period\t	53.0%	48.0%	51.5%	48.8%	59.6%	73.9%	79.5%

⁽¹⁾

The \"monthly payment rate\" for a month equals the principal collections for the month divided by the principal balance of\nthe receivables at the beginning of the month.

Age Distribution⁽¹⁾ of the Trust\nPool

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As\n of June 30,	As\n of December 31,
Days\n Outstanding	2026	2025	2025	2024	2023	2022	2021

1\n - 120	90.1%	89.0%	91.9%	89.4%	92.4%	93.3%	94.5%
121\n- 180	4.5%	4.0%	3.4%	4.8%	3.3%	3.3%	2.7%
181\n- 270	3.4%	3.2%	2.5%	3.3%	2.5%	2.1%	1.7%
Over\n270	2.0%	3.8%	2.3%	2.5%	1.7%	1.3%	1.2%

⁽¹⁾

Age distribution is the number of days that each receivable was financed by Ford Credit, expressed as a percentage of the total principal\nbalance of the receivables. For receivables relating to Ford-manufactured or Ford-distributed new vehicles, the age distribution separately\ntakes into account the in-transit period. The age distribution measures, in the case of those receivables relating to Ford-manufactured\nor Ford-distributed new vehicles that are in-transit, the age of those receivables from the date the related vehicles were released from\nthe factory or customs and, in the case of those receivables relating to Ford-manufactured or Ford-distributed new vehicles that have\nbeen delivered to the dealer, the age of those receivables from the date the related vehicles were actually delivered to the dealer.

In May 2021 and August 2022, Ford Credit\nelected to designate additional eligible accounts from its dealer floorplan portfolio to the trust. Ford Credit only provides in-transit\nfinancing for the dealers related to certain of those additional eligible accounts. As a result, the number and principal balance of accounts\nreflected as “Other” in the dealer risk rating group distribution of the trust pool increased. The principal balance of in-transit\naccounts has also grown as a percent of the total trust pool as strong vehicle demand has reduced inventory available at dealers’\nphysical locations. Both of these factors have increased the principal balance shown as “Other.”

Dealer Risk Rating Group Distribution⁽¹⁾ of\nthe Trust Pool

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Dealer\nRisk Rating	As\n of June 30,
Group	2026		2025
	Number of \n Accounts	Principal \n Balance		Number of \n Accounts	Principal \n Balance
I	57.8%	84.7%		59.8%	82.4%
II	5.8%	5.2%		3.7%	3.8%
III	0.4%	0.4%		0.2%	0.1%
IV	0.0%	0.0%		0.0%	0.0%
Other⁽²⁾	36.0%	9.8%		36.2%	13.7%

Dealer Risk	As of December 31,
Rating Group	2025	2024	2023	2022	2021
	Number of \n Accounts	Principal Balance	Number of \n Accounts	Principal Balance	Number of \n Accounts	Principal Balance	Number of \n Accounts	Principal Balance	Number of \n Accounts	Principal Balance
I	58.6%	86.6%	61.2%	88.9%	61.9%	86.1%	62.8%	84.6%	61.5%	79.2%
II	5.1%	5.1%	2.5%	2.8%	1.7%	1.6%	1.3%	0.9%	3.6%	3.6%
III	0.2%	0.1%	0.1%	0.1%	0.1%	0.0%	0.1%	0.0%	0.3%	0.3%
IV	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
Other⁽²⁾	36.1%	8.1%	36.1%	8.2%	36.3%	12.2%	35.8%	14.4%	34.6%	16.8%

_____________

\n\n

⁽¹⁾

Includes accounts designated to the trust that had a zero balance.

\n\n

⁽²⁾

Includes dealers that have no dealer risk rating, generally\nbecause Ford Credit only provides in-transit financing for the dealers or because Ford Credit is in the process of terminating the financing\nfor the dealer.

For more information about dealer risk ratings,\nyou should read \"— Origination and Underwriting — Dealer Risk Rating\" above.

Graphical Presentation of Information About
\nFord Credit's Dealer Floorplan Portfolio and the Trust Pool

The following charts show net losses for Ford Credit's\ndealer floorplan portfolio and the trust pool, three-month average monthly principal payment rates for the trust pool and dealer risk\nratings for the trust pool.

\n \n \n \n\n \n \n\n \n \n

Floorplan\n Portfolio Net Losses (Recoveries) as a \nPercent of Average Principal Balance \n	Trust\n Pool Net Losses (Recoveries) as a \n Percent of Average Principal Balance \n

$\"\"$	$\"\"$

\n \n \n \n \n \n \n \n \n \n

Trust\n Pool Three-Month Average \n Monthly Principal Payment Rate⁽¹⁾⁽²⁾	Trust\nPool Dealer Risk Ratings

$\"\"$	$\"\"$

⁽¹⁾

Annex B contains information about the three-month average monthly principal payment rate.

⁽²⁾

The three-month average monthly principal payment rate for a month equals the average of the monthly payment rate for that month and\nthe prior two months.

⁽³⁾

Estimated days’ supply derived from payment rate

Depositors' Review of Trust Pool

The depositors performed a review of the trust's\npool of dealer floorplan receivables and the accounts designated to the trust designed and effected to provide reasonable assurance that\nthe disclosures about the trust pool in this prospectus are accurate in all material respects. This review covered the entire pool of\ndealer floorplan receivables in the trust, not just a sample, and consisted of a statistical data review, daily system account and receivable\neligibility validation, daily system receivables balance and payment validation, reviews of data and information by securitization funding\npersonnel and reviews of factual information by senior management and legal office personnel of Ford Credit, and is supported by Ford\nCredit's business and systems control processes. The depositors consulted with, and were assisted by, responsible personnel of Ford Credit\nin performing the review. The depositors also engaged a third party to assist it in its statistical data review using procedures designed\nand established by the depositors and determined by the depositors to be sufficient for purposes of their review of the trust pool. The\ndepositors take full responsibility for the review of the trust pool, the work performed by Ford Credit and third parties and the findings\nand conclusions of that review.

A daily automated quality assurance review and\nvalidation of the accounts designated to the trust and the trust's pool of receivables is performed in which systemic filters are used\nto confirm that the designated accounts and the receivables meet the eligibility criteria described in \"Trust Property —\nEligible Accounts\" and \"— Representations About Receivables\" that are systematically verifiable. If an\naccount designated to the trust does not meet the eligibility criteria, the account is identified, reviewed and approved by Ford Credit\nsecuritization funding personnel for redesignation out of the trust on the first business day of the next month as described in \"Trust\nProperty — Redesignation of Accounts.\" Once an account is redesignated from the trust, systemic filters prohibit\nany new receivables originated under the redesignated account from being transferred to the trust. In certain circumstances, receivables\noriginated in an account before redesignation may remain in the trust according to the transaction documents. A receivable that does not\nmeet the eligibility criteria is also identified on a daily basis and, provided the receivable was originated under an eligible account\nand the principal balance of the receivable is included in the incremental subordinated amount for the related month, which will result\nin a corresponding increase in the available subordinated amount, the receivable may remain in the trust according to the transaction\ndocuments. Securitization funding personnel have reviewed and confirmed that the systemic filters used in the daily automated quality\nassurance review accurately reflect the eligibility criteria described in this prospectus and the transaction documents. No ineligible\naccounts or ineligible receivables without corresponding incremental subordination were identified during the daily review and

validation performed on June 30, 2026, which is the date of the\nstatistical information presented in this prospectus.

The trust pool composition, stratification tables\nand other trust pool information in \"Summary — Trust Property\" and \"Trust Property\" were systematically\ncreated by Ford Credit's securitization system or calculated from data in Ford Credit's securitization system or other source data by\nFord Credit's securitization funding personnel. Ford Credit securitization funding personnel reviewed and verified the data and information\nin these sections as consistent with the data and information from Ford Credit's securitization system and other source data. In addition,\nthe data and information in these tables were recalculated and confirmed to be consistent with the data and information from the securitization\nsystem and other source data. The depositors found no discrepancies in the trust pool composition, stratification tables or other trust\npool information in these sections.

A daily validation process is performed by Ford\nCredit in which the aggregate principal and non-principal balances of the receivables, which includes fees, flat charges, interest and\nother non-principal amounts, and the cumulative principal and non-principal payments assessed and paid on those receivables, transferred\nfrom Ford Credit's receivables system and other system sources to Ford Credit's securitization system are systemically verified back to\nthe source systems. Any discrepancies between the securitization system and source system balances are identified on a daily basis, investigated,\nreconciled and reviewed with securitization funding personnel and relevant senior managers of Ford Credit during a monthly servicing review.\nNo discrepancies were found as a result of the daily validation process performed on June 30, 2026, which is the date of the statistical\ninformation presented in this prospectus.

The depositors confirmed with senior management\nand legal office personnel of Ford Credit that they performed a comprehensive management and legal review of the information about the\ntrust's pool of receivables and the accounts designated to the trust in this prospectus. The descriptions of the general information about\nthe accounts designated to the trust and the receivables and how those receivables were originated were reviewed and confirmed as accurate\nby relevant senior managers and legal office personnel at Ford Credit. Ford Credit legal office personnel also reviewed and confirmed\nthat the descriptions of the material terms of the accounts and receivables accurately reflect the terms of the floorplan financing agreements\nand sales and service agreements under which Ford Credit finances the motor vehicle dealers' inventory, that the descriptions of the legal\nand regulatory considerations that may materially affect the performance of the receivables accurately reflect current federal and state\nlaw and regulations and case law precedents and that the summary of the representations and the remedies available for breach of these\nrepresentations accurately reflect the terms of the securitization transaction documents.

Given the long-standing and ongoing nature of Ford\nCredit's relationship with its dealer floorplan customers, Ford Credit also performs a credit review of each dealer at least annually.\nDuring the annual credit review process, Ford Credit personnel obtain current information on the dealer and review and verify that the\ninformation about the dealer, the dealer's floorplan credit lines and the dealer's risk rating in Ford Credit's systems is accurate and\nup to date.

The depositors' review of the trust's pool of receivables\nand the accounts designated to the trust is supported by Ford Credit's extensive control processes used in the day-to-day operation of\nits business. These controls include financial reporting controls required by the Sarbanes-Oxley Act, regular internal reviews of key\nbusiness functions, including establishment of credit lines and origination of receivables, servicing and systems processing, controls\nto verify compliance with procedures and legal requirements, and quality assurance reviews for credit decisions, establishment of credit\nlines and securitization processes. In addition, Ford Credit uses an integrated network of computer applications to ensure that information\nabout the dealers, their accounts and the receivables originated under the accounts is accurately entered, captured, updated and maintained\nin its receivables and other systems and accurately transferred among its systems. These computer systems are subject to change control\nprocesses, automated controls testing and control review programs to determine whether systems

controls are operating effectively and accurately. All of these controls\nand procedures ensure integrity of data and information and accuracy of securitization disclosures.

After completion of the review described above,\nthe depositors have concluded that they have reasonable assurance that the disclosure about the trust's pool of receivables and the accounts\ndesignated to the trust in this prospectus is accurate in all material respects.

Representations About Receivables

When the trust issues a series, Ford Credit will\nrepresent to each depositor, and each depositor will represent to the trust, that each receivables purchase agreement and each sale and\nservicing agreement is a valid sale and assignment of all rights in the receivables and the related security, and that the related depositor\nor the trust will have a first priority perfected ownership interest in those sold assets, except for the lien of the indenture.

At the time a receivable is sold to the trust,\nit must be an eligible receivable. An \"eligible receivable\" is a receivable that satisfies the eligibility criteria in the sale\nand servicing agreements. Generally, these criteria relate to the legal requirements governing the origination and the sale of the receivables,\nthe terms of the floorplan financing agreements under which the receivables were originated and the ownership and security interests in\nthe receivables, and include that each receivable:

except for any adjustment fees payable by Ford, is secured by a perfected\nfirst priority security interest in the financed vehicle,

is a receivable as to which the trust will have good and marketable title\nto the receivable, free and clear of all liens, other than the lien of the indenture,

except for any adjustment fees payable by Ford, will be the legal and assignable\npayment obligation of the related dealer,

as to any adjustment fees payable by Ford, will be the legal and assignable\npayment obligation of Ford, and

is not subject to a right of rescission, setoff or other defense,

The definition of eligible receivable may be changed\nwithout the consent of the noteholders if:

each depositor certifies that the change will not cause an amortization event\nor an event of default to occur for any series, or materially and adversely affect the amount or timing of payments to be made to the\nnoteholders of any series; and

the rating agency condition is satisfied for the rating agencies for each\nseries.

The depositors may sell ineligible receivables\noriginated in designated eligible accounts to the trust so long as the available subordinated amount for each series is increased as described\nin \"Credit Enhancement — Available Subordinated Amount.\"

Ford Credit will make representations to each depositor,\nand each depositor will make representations to the trust, about the designated accounts and the receivables sold to the trust, including:

at the time an account is designated, or as of the first day of the month\nin which the trust issues a series, the account is an eligible account,

at the time an account is designated, the account was not chosen through a\nselection process that was reasonably believed to be adverse to the interest of the noteholders,

at the time of sale, each receivable is sold free and clear of liens, except\nthe lien of the indenture, and

at the time of sale, each receivable being sold is (a) an eligible receivable\nor (b) an ineligible receivable, so long as the available subordinated amount for each series is increased as described in \"Credit\nEnhancement — Available Subordinated Amount.\"

Obligation to Repurchase Receivables

If a depositor knows, or receives notice from the\ntrust, the owner trustee or the indenture trustee of a claim to the effect that any representation made about a receivable was untrue\nwhen made, Ford Credit must investigate whether a breach of that representation has occurred, and if so and if the breach has a material\nadverse effect on the receivable, that depositor must accept reassignment of the receivable, and Ford Credit must repurchase the receivable\nfrom that depositor. If the breach relates to the eligibility of a designated account, the account will be redesignated and all the receivables\noriginated in that account will be reassigned to the related depositor and repurchased by Ford Credit. In addition, a noteholder may make\na request or demand that a receivable be reassigned and repurchased due to a breach of a representation made about the receivables and\nthe indenture trustee will notify Ford Credit of any noteholder request or demand it receives.

Ford Credit and the depositors will be considered\nto know about a breach if a responsible person of Ford or Ford Credit knows of the breach. A \"responsible person\" of a party\nis a designated employee or officer of the party who is responsible for this securitization transaction. Ford Credit and the depositors\nwill designate to the indenture trustee their responsible persons for this purpose. A noteholder may obtain a list of responsible persons\nby request to the indenture trustee or the depositors.

None of the indenture trustee, the owner trustee,\nthe asset representations reviewer or the servicer are obligated to monitor the receivables or investigate whether any representations\nhave been breached.

If Ford Credit or a depositor knows of a breach\nor receives notice of a breach, a repurchase request or demand or a review report from the asset representations reviewer indicating that\na test was failed for a receivable, Ford Credit or the related depositor will investigate the receivable or receivables to confirm whether\na breach occurred and determine if it has a material adverse effect on any receivable. Ford Credit will report any fulfilled and unfulfilled\nrequests or demands to repurchase receivables and related activity and status on SEC Form ABS-15G, as required by the Securities\nExchange Act.

If a reassignment is required, the related depositor\nwill accept reassignment of the receivable on or before the first day of the month that starts more than 60 days following the discovery\nor notice, unless it corrects the breach in all material respects before that date. On the reassignment date, the principal balance of\nthe receivable will be deducted from the pool balance and the depositor interest will be reduced. If the deduction would cause the depositor\namount to fall below the required depositor amount for any series, that depositor must deposit the shortfall in the excess funding account\non the day the reassignment occurs. If a depositor is required to accept reassignment of a receivable as a result of a breach of a representation,\nFord Credit will repurchase the receivable for an amount equal to the amount that depositor is required to pay under the related sale\nand servicing agreement. Ford Credit will indemnify the depositors against losses incurred by the depositors if a representation is materially\nfalse.

These reassignment and repurchase obligations will\nbe the sole remedy of the trust, the indenture trustee and the noteholders for any losses resulting from breaches of the representations\nof Ford Credit or the depositors about the receivables.

Asset Representations Review

If two factual conditions, which we refer to as\n\"triggers\" are met, the asset representations reviewer will perform a review of certain receivables to test for compliance with\nthe representations made by Ford Credit and the depositors about the receivables and the related account. The first trigger is a \"status\ntrigger,\" which will occur if the aggregate principal balance of receivables in accounts in the trust pool that have been classified\nas \"status\" by the servicer as a percentage of the pool balance of the trust pool as of the end of a month meets or exceeds\nthe status trigger set by Ford Credit as described in \"— Status Trigger\" below. If the status trigger occurs, it\nwill be reported on the investor report for that month and reported in the Form 10-D for that month. The second trigger is a \"voting\ntrigger\" that will be met if, after the occurrence of a status trigger, the noteholders of at least 5% of the principal amount of\nthe Series 2026-3 notes demand a vote and, subject to a 5% voting quorum, the noteholders of a majority of the principal amount of\nthe notes that are voted vote to direct a review.

Status Trigger.\nIf the aggregate principal balance of receivables in accounts in the trust pool that have been classified as \"status\"\nby the servicer as a percentage of the pool balance of the trust pool as of the end of the month exceeds 11.1%, the status trigger will\noccur. The servicer may classify an account as \"status\" if the dealer fails to make a required payment, the dealer files for\nbankruptcy or for other reasons as described in \"Sponsor and Servicer — Servicing and Dealer Relations — Dealer Status.\"\nThe principal balance of a status account includes the principal balance of all receivables in the account, including defaulted, charged-off\nand ineligible receivables.

Ford Credit developed the status trigger by considering\nthe principal balance of receivables in accounts in Ford Credit's U.S. dealer floorplan portfolio that have been classified as \"status\"\nby Ford Credit as a percentage of the pool balance of the trust pool at the end of each month since January 2008. Ford Credit considered\nthis percentage from its U.S. dealer floorplan portfolio instead of from the trust pool, because Ford Credit has historically repurchased\nall receivables in status accounts redesignated from the trust pool, although it is not obligated to do so. Ford Credit then applied a\nmultiple of three to the highest monthly status percentage of approximately 3.7%, which occurred in February 2009. This multiple\nresults in a status trigger which is below the cumulative net losses on the receivables that are expected to cause the Class D notes\nto realize the first dollar loss. By aligning this multiple with the maximum level of credit losses that the Class D notes are expected\nto be able to withstand without a loss, Ford Credit believes the status trigger provides an appropriate threshold at the point when noteholders\nmay benefit from an asset representations review.

Ford Credit believes that the status trigger is\nappropriate based on:

its experience with status declarations in both its U.S. dealer floorplan\nportfolio and the trust pool, and

its assessment of the amount of receivables in accounts designated by the\nservicer as \"status,\" which has been stressed to assume a complete loss, that could result in a risk of loss to noteholders\nof the most junior notes offered in its securitization transactions.

For Ford Credit's dealer floorplan portfolio since\n2008, the principal balance of receivables in accounts that have been classified as \"status\" by the servicer as a percentage\nof the pool balance of the trust pool at the end of each month has ranged from 0.0% to 3.7%. The following chart shows the monthly aggregate\nprincipal balance of receivables in accounts in Ford Credit's dealer floorplan portfolio that have been classified as \"status\"\nby the servicer as a percentage of the end-of-month pool balance of the trust pool since 2008 compared to the status trigger established\nfor this securitization transaction.

$\"\"$

Ford Credit has chosen to use a status trigger\ninstead of a delinquency trigger because it believes that the \"status\" classification is more relevant for a dealer floorplan\nportfolio. While interest charges on an account are payable monthly, principal payments are not scheduled, but rather are payable on demand\nor on the sale of the vehicle. Principal payments may be required as often as daily, and account balances may fluctuate daily as vehicles\nare sold and new inventory is delivered. As a result, Ford Credit typically reviews dealer payment activity on a daily or weekly basis,\nand would declare a dealer account \"status\" well before the account has been delinquent for 30 or more days, making traditional\ndelinquency information immaterial.

Voting Trigger.\nIf the status trigger occurs on the last day of a month, a Series 2026-3 noteholder may demand that the indenture\ntrustee call a vote of all Series 2026-3 noteholders on whether to direct the asset representations reviewer to perform a review.\nIf noteholders of at least 5% of the principal amount of the Series 2026-3 notes demand a vote within 90 days after the filing of\nthe Form 10-D reporting the occurrence of the status trigger, the indenture trustee will submit the matter to a vote of all Series 2026-3\nnoteholders of record as of the most recent record date through DTC. The vote will remain open until the 150th day after the filing of\nthat Form 10-D. Assuming a voting quorum of Series 2026-3 noteholders holding at least 5% of the principal amount of the Series 2026-3\nnotes is reached, if the noteholders of a majority of the principal amount of the Series 2026-3 notes that are voted vote to direct\na review, the indenture trustee will notify the asset representations reviewer and the servicer to start a review. If the requirements\nof the voting trigger are not met within these time periods, no review of the receivables in accounts will be performed for that occurrence\nof the status trigger.

Asset Representations\nReview Process. The review will be performed on each receivable in the trust pool in an account that has been classified\nas \"status\" by the servicer at the end of the month before the voting trigger is met and on any receivables in the trust on\nthat date related to prior “status” accounts that are no longer in the trust, or the \"review receivables.\" Within\n60 days of the receipt of a review notice, the servicer will give the asset representations reviewer access to the account file and related\nreceivable documentation and other information necessary for the review. Upon receiving access to the review materials, the asset representations\nreviewer will start its review of the review receivables and complete its review within 60 days after receiving access to all review materials.\nThis period may be extended by up to an additional 30 days if the asset representations reviewer detects missing review materials that\nare subsequently provided within the 60-day period or requires clarification of any review

materials or testing procedures. The review will consist of performing\nspecific tests for each representation and each review receivable, and determining whether each test was passed or failed. If the servicer\nnotifies the asset representations reviewer that a review receivable was paid in full or reassigned from the trust before the review report\nis delivered, the asset representation reviewer will terminate the tests of that review receivable and the review of that review receivable\nwill be considered complete.

The review tests were designed by Ford Credit to\ndetermine whether a review receivable (other than receivables that were ineligible receivables at the time of sale to the trust and are\nincluded in the incremental subordinated amount) was not in compliance with the representations made about it and the related account\nin the transaction documents at the relevant time, which is usually the time the receivable was sold to the trust or as of the closing\ndate. There may be multiple tests for each representation. The review is not designed to determine why the dealer was classified \"status\"\nor the creditworthiness of the dealer. The review is not designed to determine whether the receivable or the account was serviced in compliance\nwith the sale and servicing agreements. The review is not designed to establish cause, materiality or recourse for any failed test. The\nreview is not designed to determine whether Ford Credit's origination, underwriting and servicing policies and procedures are adequate,\nreasonable or prudent.

Review Report.\nWithin five days after the end of the review period, the asset representations reviewer will provide a report to the sponsor, the depositors,\nthe trust, the servicer and the indenture trustee on the test results for each review receivable and each representation, including any\nreview receivable for which the tests were considered complete, and the related reason. The asset representations reviewer is not responsible\nfor determining whether noncompliance with any representation is a breach of the transaction documents or if any receivable is required\nto be repurchased.

On delivery of the review report, the asset representations\nreviewer will be entitled to receive a review fee of up to $200 for each receivable tested in the review. If more than one series vote\nfor a review, the review fee will be allocated to each such series pro rata. On receipt of the report, the review fee will be paid to\nthe asset representations reviewer according to the priority of payments as described in \"Description of the Notes — Application\nof Investor Collections — Payment of Interest, Fees and Other Items.\" A summary of the report of the asset representations\nreview will be included in the Form 10-D for the trust in the next month.

For more information\nabout the asset representations reviewer, you should read \"Transaction Parties — Asset Representations Reviewer.\"

Dispute Resolution for Repurchase Requests

If a request is made for the repurchase of a receivable\ndue to a claim of a breach of a representation made about the receivables and the request is not resolved within 180 days after Ford Credit\nor a depositor receives notice of the repurchase request, the requesting party, including a noteholder, will have the right to refer the\nmatter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. The requesting\nparty must start the mediation or arbitration proceeding according to the rules of the mediation or arbitration organization within\n90 days after the end of the 180-day period. Ford Credit and the depositors must agree to participate in the selected resolution method.\nDispute resolution to resolve repurchase requests will be available regardless of whether the noteholders voted to direct an asset representations\nreview or whether the status trigger occurred. However, if the receivable subject to a repurchase request was part of an asset representations\nreview and the asset representations review report states that no tests were failed for the receivable, the repurchase request for the\nreceivable will be deemed to be resolved.

A mediation or arbitration will be administered\nby The American Arbitration Association using its mediation or arbitration rules in effect at the time of the proceeding. If The\nAmerican Arbitration Association no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute,\nthe matter will be administered by another nationally recognized mediation or arbitration organization

selected by Ford Credit, using its rules then in effect. However,\nif any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration stated\nin the transaction documents, the procedures in the transaction documents will control. Any mediation or arbitration will be held in New\nYork City at the offices of the mediator or arbitrator or at another location selected by Ford Credit or the depositors. Any party or\nwitness may appear by teleconference or video conference.

A single mediator or arbitrator will be selected\nby the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then\nin effect. The mediator or arbitrator must be impartial, an attorney admitted to practice in the state of New York and have at least 15\nyears of experience in commercial litigation and, if possible, commercial finance or asset-backed securitization matters.

For a mediation, the proceeding will start within\n15 days after selection of the mediator and conclude within 30 days after the start of the mediation. Expenses of the mediation will be\nallocated among the parties as mutually agreed by the parties as part of the mediation. If the parties fail to agree at the completion\nof the mediation, the requesting party may refer the repurchase request to arbitration.

For an arbitration, the arbitrator will establish\nprocedures and will have the authority to schedule, hear and determine motions made by the parties. Discovery will be scheduled for completion\nwithin 30 days of selection of the arbitrator and the evidentiary hearing on the merits will start no later than 60 days after the selection\nof the arbitrator and will proceed for no more than six consecutive business days with equal time allocated to each party for the presentation\nof evidence and cross examination. The arbitrator may allow additional time for discovery and hearing on a showing of good cause or due\nto unavoidable delays.

The arbitrator will make its final determination\nin writing no later than 90 days after its selection. The arbitrator will not have the power to award punitive or consequential damages\nor award remedies not consistent with the transaction documents. The arbitrator will determine and award the expenses of the arbitration\nto the parties in its reasonable discretion. The final determination of the arbitrator will be final and non-appealable and may be entered\nand enforced in any court with appropriate jurisdiction. By selecting arbitration, the requesting party is giving up its right to sue\nin court, including the right to a trial by jury.

Neither the depositors nor the sponsor will be\nrequired to produce personally identifiable customer information for purposes of any mediation or arbitration. Each party to the mediation\nor arbitration will agree to keep the details of the repurchase request and the dispute resolution confidential.

Pool\nBalance, Depositor Amount and Allocations

Required Pool Balance

The principal balance of the receivables owned\nby the trust, or the \"pool balance,\" will vary each day as new receivables are originated in designated accounts and others\nare paid, charged off or adjusted. In addition, the pool balance will increase when additional accounts are designated to the trust and\nthe receivables in those accounts are sold to the trust. The pool balance will decrease when an account is redesignated from the trust\nand the receivables in those accounts are repurchased by the depositors or receivables are removed from the trust.

The trust must maintain a pool balance sufficient\nto support all the series, including excess receivables required to provide enhancement for each series. The \"required pool balance\"\nwill equal:

the sum of the required pool percentages for each series, times their respective\ninitial note balances, plus

the sum of the required subordinated amounts for each series.

If the pool balance (adjusted for amounts held\nfor payment to noteholders or collections allocated to series in an accumulation or amortization period) falls below the required pool\nbalance, then collections allocable to the depositor interest will be deposited in the excess funding account to make up for the shortfall.\nThe \"adjusted pool balance\" will equal the sum of the pool balance plus the amount in the excess funding account.

For more information about the excess funding\naccount and how funds are deposited in and withdrawn from the excess funding account, you should read \"— Excess Funding Account\"\nbelow.

Required Depositor Amount

The pool balance generally will be allocated between\nthe depositor amount, on one hand, and the invested amount for all the series, on the other. The \"depositor amount\" will be\nthe amount equal to the excess of the adjusted pool balance over the sum of the adjusted invested amounts of all series. The invested\namount for a series generally will equal the note balance of that series. As a result, the depositor amount generally will increase to\nreflect reductions in the invested amount when a series or class is amortizing and will also change as the pool balance changes. The depositor\namount will be reduced as a result of the issuance of new series.

The \"required depositor amount\" will\nequal:

the sum of the products for each series of (a) the excess of the required\npool percentage for the series over 100%, times (b) its initial invested amount or, in the case of variable funding notes, its invested\namount as of the start of its most recent revolving period, plus

the sum of the required subordinated amounts for each series on the prior\ndetermination date (after giving effect to changes in the amount on the related payment date).

If the depositor amount falls below the required\ndepositor amount, the depositors will be required to either designate additional eligible accounts to the trust and sell the receivables\nin those accounts to the trust or deposit funds in the excess funding account to make up for the shortfall.

Investor Percentage and Depositor Percentage

Interest collections and principal collections\non the receivables and certain other amounts will be allocated among each series and the depositors. Allocations to each series will be\nbased on the investor percentage for each series. Allocations to the depositors will be based on the depositor percentage.

The \"investor percentage\" for a series\ngenerally will be based on its invested amount or adjusted invested amount compared to the pool balance. On issuance, the invested amount\nof a series will be its initial note balance and is expected to remain equal to its initial note balance until its expected final payment\ndate. The \"invested amount\" for a series will equal:

the initial note balance of that series, minus

the amount of principal previously paid to the noteholders of that series,\nminus

the cumulative amount of principal collections used to pay interest on the\nnotes of that series that was not reimbursed from interest collections (after the available subordinated amount has been reduced to zero),\nminus

the cumulative amount of defaulted receivables for that series that was not\nreimbursed from interest collections (after the available subordinated amount has been reduced to zero), plus

in the case of a series of variable funding notes, the principal amount of\nany advances.

The invested amount will be adjusted to the \"adjusted\ninvested amount,\" which will equal:

the invested amount for that series, minus

the amount in that series' principal funding account, minus

for the purpose of calculating the depositor amount during an accumulation\nperiod or amortization period for that series, the amount of principal collections in the collection account allocable to that series.

The \"depositor percentage\" will equal\n100% minus the sum of the investor percentages for all series.

Allocation and Application of Collections

The trust will receive interest collections and\nprincipal collections on the receivables.

\"Interest collections\" will be the sum\nof:

all payments received under a dealer's floorplan financing agreement that\nconstitute interest or other charges, and applied by the servicer to the dealer's receivables, plus

all net investment earnings on the collection account, the excess funding\naccount and the back-up servicer reserve account, plus

all amounts recovered on defaulted receivables.

\"Principal collections\" will be the sum\nof:

all payments received under a dealer's floorplan financing agreement that\nconstitute principal and are applied by the servicer to the dealer's receivables, plus

all payments under a dealer's cash management agreement,

excluding, in each case, all amounts recovered on defaulted\nreceivables.

Assignments by the\ntrust to the depositors of the rights to receive payments from dealers on delivery of purchased Ford-manufactured new vehicles in exchange\nfor related advances made by Ford Credit under the related floorplan financing agreements will\nnot be included as a part of principal collections and will be disregarded for purposes of determining the monthly principal payment rate\nof the receivables owned by the trust. If a dealer makes a payment under a cash management agreement, it will prepay the dealer's floorplan\nfinancing obligations as described in \"Sponsor and Servicer — Servicing and Dealer Relations — Payment Terms,\"\nand will be treated as a principal collection.

Collections on the receivables will be allocated\nto each series and the depositors and applied as follows:

(1)

The depositor percentage of interest collections and principal collections will be:

for the portion that is not allocable to the trust available subordinated\namount,

—

deposited in the excess funding account to increase the depositor amount to the required depositor amount,

—

deposited in the collection account to pay the depositors' portion of the servicing fee and back-up servicing fee, or

—

paid to the depositors.

for the portion that is allocable to the trust available subordinated amount,

—

available for deposit in the collection account for application and payment,

—

deposited in the excess funding account to maintain the net adjusted pool balance at the required pool balance, or

—

paid to the depositors.

(2)

The investor percentage of interest collections allocated to each series will be available for\ndeposit in the collection account for application and payment.

(3)

The investor percentage of principal collections allocated to each series in a revolving period\nwill be:

available to cover shortfalls in payments of interest for that series,

available to pay principal or make deposits required for other series in the\nsame principal sharing group,

deposited in the excess funding account to maintain the net adjusted pool\nbalance at the required pool balance, or

paid to the depositors.

(4)

The investor percentage of principal collections allocated to each series in the required amortization\nperiod or an early amortization period will be deposited in the collection account for application and payment.

The \"net adjusted pool balance\" will\nbe the sum of (a) the adjusted pool balance, plus (b) during an accumulation period or amortization period for any series, principal\ncollections in the collection account allocable to a series, plus (c) the amount in the principal funding accounts for all series\n(other than net investment earnings).

Principal payments also may be funded from proceeds\nfrom the issuance of a new series in the same principal sharing group.

Defaulted Receivables and Principal Collections Used to Pay Interest

Defaulted receivables will be allocated to each\nseries and the depositor interest in the same manner as principal and interest collections as described in \"— Investor Percentage\nand Depositor Percentage\" above. A \"defaulted receivable\" is a receivable that (a) was charged off as uncollectible\naccording to the servicer's policies and procedures or (b) remains outstanding and owned by the trust for more than six months after\nthe date the related account was classified as \"status,\" as described in \"Sponsor and Servicer — Servicing\nand Dealer Relations — Dealer Status.\"

The defaulted receivables allocated to a series\nmay be reimbursed from interest collections allocable to that series and other amounts available to make payments pursuant to the priority\nof payments as described in \"— Allocation and Application of Collections\" above and in \"Description of\nthe Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.\" Amounts applied to\nreimburse defaulted receivables will be treated as principal collections and applied as described in \"— Allocation and Application\nof Collections\" above and in \"Description of the Notes — Application of Investor Collections — Payment of\nPrincipal.\"

If the available subordinated amount for a series\nis reduced to zero, the invested amount for that series will be reduced by defaulted receivables not reimbursed by interest collections.\nIn addition, the invested amount for a series will be reduced by the amount of any principal collections used to pay interest on the notes\nof that series. Reductions in the invested amount for a series due to defaulted receivables not reimbursed by interest collections and\nany principal collections used to pay interest will be reimbursed on any later payment date to the extent that interest collections allocable\nto that series exceed the interest owed on the notes, the defaulted receivables allocated to the series and other fees and expenses that\nare payable on that date. This reimbursement will increase the invested amount for that series.

Excess Funding Account

The indenture trustee established an \"excess\nfunding account\" for the benefit of the noteholders of all series. Deposits will be made in the excess funding account from collections\nallocable to the depositor interest so that the net adjusted pool balance is at least equal to the required pool balance. If, on the issuance\nof a series, the net adjusted pool balance would be less than the required pool balance, then a portion of the proceeds of the issuance\nequal to the amount of the shortfall will be deposited in the excess funding account.

If, on repurchase of a receivable by the depositors,\nthe depositor amount would be less than the required depositor amount, the depositors will deposit the shortfall in the excess funding\naccount, as described in \"Pool Balance, Depositor Amount and Allocations — Required Depositor Amount.\"

If the servicer adjusts the principal balance of\na receivable because of a rebate to the dealer, a billing error or other reason, the pool balance and the depositor amount will be increased\nor decreased by the amount of the adjustment. If any decrease in the depositor amount would cause it to fall below the required depositor\namount, the depositors will deposit the shortfall in the excess funding account on the day of the adjustment.

In addition, the depositors may direct the servicer\nand the indenture trustee to deposit amounts payable to them in the excess funding account. If the net adjusted pool balance exceeds the\nrequired pool balance, the servicer may instruct the indenture trustee to withdraw the excess from the excess funding account and pay\nit to the depositors.

If an amortization period or accumulation period\nstarts for a series, the amounts in the excess funding account that are allocable to the series will be held for payment to the noteholders\nof that series on the dates stated in this prospectus or accumulated for payment on the expected final payment date. These amounts will\nbe paid to the noteholders of the series or held for and paid to the noteholders of other series as described in \"Description\nof the Notes — Application of Investor Collections.\"

An \"excess funding period\" will occur\nduring any payment dates for which the amount in the excess funding account exceeds 30% of the sum of the adjusted invested amounts of\nall series for the related month.

Description\nof the Notes

The trust will issue the notes under the\nindenture and the indenture supplement between the trust and the indenture trustee. The following description summarizes the main\nterms of the notes and the indenture but is not a complete description of the notes or the transaction documents. For more details\nabout the notes and the transaction documents, you should read this prospectus as well as the indenture, the form of the indenture\nsupplement, the sale and servicing agreements, the receivables purchase agreements and the trust agreement that are included as\nexhibits to the registration statement filed with the SEC that includes this prospectus.

General

The Class A, Class B, Class C and\nClass D notes are the Series 2026-3 notes and will be issued under the indenture, as supplemented by the Series 2026-3\nindenture supplement, between the trust and the indenture trustee. The notes will be issued in minimum denominations of $1,000 and in\nintegral multiples of $1,000 and will be available only in book-entry form.

Payments of Interest and Step-Up Amounts

The trust will pay interest on the notes on each\npayment date. In addition, after the expected final payment date, the trust will pay step-up amounts on the notes of each class on a subordinated\nbasis at a per annum step-up rate equal to the related interest rate less 0.01%. Interest on the notes and any related step-up amounts\nwill be based on a 360-day year consisting of twelve 30-day months. Interest on each class of notes will be calculated based on its note\nbalance as of the end of the prior interest period, except that interest for the first payment date will be calculated on the initial\nnote balance of each class of notes. The \"payment date\" will be the 15th day of each month (or, if not a business day, the next\nbusiness day) and the first payment date will be November 16, 2026.

All interest and step-up amounts due but not paid\non a payment date will be due on the next payment date, together with interest on the unpaid amount at the applicable interest rate. Step-up\namounts will not be paid on any class of notes until all principal amounts payable on that payment date from interest collections have\nbeen paid in full. Any unpaid step-up amounts on the notes will be payable in full on the final maturity date or any optional redemption\ndate on which the notes are required to be paid in full. Failure to pay step-up amounts on any notes on any payment date will not be an\nevent of default until the final maturity date.

Series 2026-3\nwill be included in excess interest sharing group one and will in certain situations be entitled to share in excess interest collections\nthat are allocated to other series in the same group. For more information on excess interest sharing group one, you should read \"—\nGroups — Excess Interest Sharing Group One\" below.

Payments of Principal

The trust expects to pay the principal of the Series 2026-3\nnotes in full on the expected final payment date, which is listed on the cover of this prospectus. However, the trust may pay principal\nearlier or later than the expected final payment date if an amortization event occurs. Principal will be paid sequentially to each class\nin the order of seniority. The trust will not pay principal of any class until the principal amounts of all more senior classes are paid\nin full. If a class of notes is not paid in full on its expected final payment date, an amortization event will occur. Principal will\nbe paid on the notes monthly on each payment date during the required amortization period and the early amortization period.

The trust will pay principal of the notes on a\npayment date from available investor principal collections and, in certain circumstances, available depositor collections deposited in\nthe \"principal funding account\" established by the indenture trustee for Series 2026-3. The amount of available investor\nprincipal collections and available depositor collections applied to the notes on each payment date will depend on whether the notes are\nin the revolving period, the required amortization period or the early amortization period.

Series 2026-3 will be included in principal\nsharing group one and will be entitled in certain situations to share in excess principal collections that are allocated to other series\nin the same group.

For more information\nabout principal sharing group one, you should read \"— Groups — Principal Sharing Group One\" below.

Revolving Period.\nThe revolving period for Series 2026-3 will start on the closing date and end on the day before the required amortization period\nor the early amortization period starts. During the

revolving period, no principal will be accumulated for or paid on the\nnotes. Instead, available investor principal collections will be applied as described in items (2) to (5) of \"—\nApplication of Investor Collections — Payment of Principal\" below.

Amortization\nPeriods. The required amortization period for Series 2026-3 will start on the expected final payment date and will\nend on the earliest of (1) the day before the start of the early amortization period, (2) the end of the month before the payment\ndate on which the notes will be paid in full and (3) the final maturity date listed on the cover of this prospectus.

The early amortization period for Series 2026-3\nwill start on the day an amortization event occurs or, if the servicer is not required to make daily deposits in the collection account,\non the first day of the month in which an amortization event occurs, and will end on the earlier of (1) the end of the month before\nthe payment date on which the notes will be paid in full, and (2) the final maturity date listed on the cover of this prospectus.

On each payment date in the required amortization\nperiod or an early amortization period, the indenture trustee will:

deposit available investor principal collections (including shared principal\ncollections) and available depositor collections (in the case of available depositor principal collections, in an amount not to exceed\nthe available subordinated amount) in the principal funding account in an amount equal to the excess of the adjusted invested amount (before\nany deposits on that date) over amounts allocated to Series 2026-3 already in the principal funding account as described in item\n(1) of \"— Application of Investor Collections — Payment of Principal\" below, and

pay all amounts in the principal funding account sequentially to each class\nin order of seniority until the notes have been paid in full.

For more information about the amortization\nevents that will cause an early amortization period to start, you should read \"— Amortization Events\" below.

Investor Percentages

The servicer will allocate all collections and\ndefaulted receivables for each month to:

Series 2026-3,

other series issued by the trust, and

the depositor interest.

These amounts will be allocated to Series 2026-3\nbased on the applicable investor percentage. Each investor percentage is calculated by reference to the invested amount or the adjusted\ninvested amount of the series. The \"investor percentages\" for Series 2026-3 are:

the \"floating investor percentage,\" which equals (a) the adjusted\ninvested amount on the last day of the prior month (or, for the first month, the initial note balance of the series), divided by (b) the\nadjusted pool balance as of the last day of the prior month (or, for the first month, the adjusted pool balance on October 1, 2026),\nand

the \"fixed investor percentage,\" which equals (a) the invested\namount on the last day of the revolving period, divided by (b) the greater of (i) the adjusted pool balance on the last day\nof the prior month, and (ii) the sum for all series of the adjusted invested amount for the prior month (for any series in its revolving\nperiod) or the invested amount on the last day of the related revolving period (for any series not in its revolving period).

For more information about how pool balance,\nadjusted pool balance, invested amount and adjusted invested amount are determined, you should read \"Pool Balance, Depositor Amount\nand Allocations — Required Pool Balance\" and \" Pool Balance, Depositor Amount and Allocations — Investor Percentage\nand Depositor Percentage.\"

The floating investor percentage is used for allocating\ninterest collections and defaulted receivables at any time and for allocating principal collections during the revolving period. The fixed\ninvestor percentage is used for allocating principal collections during the required amortization period or the early amortization period.\nInterest collections and principal collections are described in this prospectus in \"Pool Balance, Depositor Amount and Allocations\n— Allocation and Application of Collections.\"

Optional Redemption

The notes will be subject to an optional redemption,\nin whole but not in part, at the option of the trust (a) on any payment date during the note redemption period without a make-whole\npayment or (b) on any earlier payment date with a make-whole payment.

The servicer or the trust, or the administrator\non its behalf, will notify the indenture trustee and the rating agencies at least ten days before the payment date on which the option\nis exercised. The trust will cause the depositors to deposit in the collection account on the business day before the payment date on\nwhich the option is exercised (or, with the satisfaction of the rating agency condition, on that payment date) an amount sufficient to\npay the notes in full, including all accrued and unpaid interest, principal, any applicable make-whole payments or step-up amounts due,\nand all fees and expenses of the trust payable under the indenture supplement. The indenture trustee will notify the noteholders of the\nredemption and provide instructions for surrender of the notes for final payment. Upon the exercise of the optional redemption, the notes\nwill be redeemed and paid in full.

Make-Whole Payments

A make-whole payment\nwill be due on any principal payment made prior to the note redemption period due to the occurrence of the trust's exercise of its option\nto redeem the notes on any payment date prior to the note redemption period. Make-whole payments will not be paid on any class\nof notes until all principal amounts payable on that payment date from interest collections have been paid in full. Any unpaid make-whole\npayments on the notes will be payable in full on the final maturity date or any optional redemption date on which the notes are required\nto be paid in full. Failure to pay make-whole payments on any notes on any payment date will not be an event of default until the final\nmaturity date.

The \"make-whole\npayment\" for any principal payment on a class of notes and a payment date will be an amount (not less than zero) equal to the\nexcess of (a) the present value of (i) the amount of all future interest payments that would otherwise accrue on the principal\npayment at the note interest rate for that class on such payment date until the second payment date prior to the expected final payment\ndate and (ii) the principal payment, discounted from the payment date on which such payment would have been made to such payment\ndate, monthly on a 30/360 basis at the sum of (A) (1) for the Class A notes, 0.15%, and (2) for the Class B,\nClass C and Class D notes, 0.25% plus (B) the higher of (1) zero and (2) the current maturity matched U.S. Treasury\nrate over (b) the principal payment.

Available Depositor Collections

The depositor interest represents the interest\nin the trust property not allocated to a series. The depositor amount generally represents the principal portion of the depositor interest\nand must be equal to or greater than the required depositor amount. The \"required pool percentage\" for the Series 2026-3\nnotes is 100%.

For more information about how depositor amount\nand required depositor amount are determined, you should read \"Pool Balance, Depositor Amount and Allocations — Required Depositor\nAmount.\"

A portion of the collections allocated to the depositor\ninterest, or \"available depositor collections,\" will be made available to make certain payments on the Series 2026-3 notes\nand other series.

Available Depositor\nInterest Collections. The \"available depositor interest collections\" for each month will equal:

the interest collections for that month, times

the percentage equal to (a) the trust available subordinated amount,\nor the sum of the available subordinated amounts for all series, on the determination date in that month, divided by (b) the adjusted\npool balance on the last day of the prior month.

Any depositor interest collections other than available\ndepositor interest collections will be applied in the following order:

(1)

to the collection account, to pay the monthly depositor servicing fee for each series, and

(2)

to the depositors.

The \"determination date\" is the day two\nbusiness days before the payment date each month.

Available Depositor\nPrincipal Collections. The \"available depositor principal collections\" for each month will equal:

the principal collections for that month, times

the percentage equal to (a) the trust available subordinated amount on\nthe determination date in that month, divided by (b) the adjusted pool balance on the last day of the prior month.

Any depositor principal collections other than\navailable depositor principal collections will be applied in the following order:

(1)

to the excess funding account, to increase the depositor amount to the required depositor amount, and

(2)

to the collection account, to pay the monthly depositor servicing fee for each series to the extent not paid from depositor interest\ncollections, and

(3)

to the depositors.

Application\nof Available Depositor Collections. On each payment date, the servicer will apply available depositor collections in the\nfollowing order:

(1)

if the supplemental subordinated percentage is greater than zero, to the collection account, an amount equal to the yield supplement\ninterest collections for Series 2026-3 and each other series to be treated as interest collections and included in the related investor\ninterest collections,

(2)

to the collection account, to cover (a) shortfalls in payments to be made from available investor interest collections as described\nin items (1) to (10) of \"— Application of Investor Collections — Payment of Interest, Fees and Other Items\"\nbelow, and (b) similar shortfalls for other series,

(3)

to the collection account, to fund principal payments on Series 2026-3 during the required amortization period or an early amortization\nperiod,

(4)

to the excess funding account, to the extent the depositor amount is less than the required depositor amount for that date, and

(5)

to the depositors.

Available depositor principal collections that\nmay be used for Series 2026-3 will be limited to the available subordinated amount. If the available subordinated amount is zero,\navailable depositor collections allocated to the series will also be zero. If the amount of available depositor collections for a payment\ndate is insufficient to cover the aggregate shortfalls for all series, then available depositor collections will be allocated to each\nseries based on the ratio that its available subordinated amount bears to the aggregate available subordinated amount for all series that\nhave shortfalls.

“Yield supplement interest collections”\nmeans, for the prior month for which the supplemental subordinated percentage is greater than zero, the lesser of (a) the product\nof available depositor principal collections, times the floating investor percentage and (b) the product of the supplemental subordinated\npercentage, times the excess of (i) the initial note balance of the Series 2026-3 notes over (ii) the Series 2026-3\nexcess funding amount on that date, in each case, for that prior month.

Application of Investor Collections

A portion of collections will be allocated to Series 2026-3\nand deposited in the collection account each month for application as described below on the following payment date.

\"Available investor interest collections\"\nfor Series 2026-3 on a payment date will equal:

the sum of the floating investor percentage of interest collections for the\nprior month plus any yield supplement interest collections, plus

the net investment earnings from the reserve account and the principal funding\naccount, plus

the monthly depositor servicing fee, plus

any available investor principal collections treated as available investor\ncollections, as described in item (4) of “Description of the Notes — Application of Investor Collections — Payment\nof Principal,” plus

if the payment date is the redemption date, the portion of the note redemption\nprice in excess of the principal balance of the notes as of such redemption date.

\"Available investor principal collections\"\nfor Series 2026-3 on a payment date will equal the excess of:

the sum of:

—

the investor percentage of principal collections for the prior month, plus

—

the aggregate amount treated as investor principal collections for that payment date as described in items (7), (9) and (10) of\n\"— Payment of Interest, Fees and Other Items\" below, plus

—

the Series 2026-3 excess funding amount, plus

—

any shared principal collections from other series in principal sharing group one, plus

—

on the earlier of the payment in full of the Series 2026-3 notes and the final maturity date, the amounts in the reserve account,\nplus

—

if the payment date is the redemption date, the portion of the note redemption price in excess of the principal balance of the notes\nas of such redemption date, over

any principal collections used to pay interest on the notes on that payment\ndate.

For each month during the revolving period, the\nservicer will deposit available investor interest collections in the collection account in an amount necessary to cover the amounts described\nin items (1) to (15) of \"— Payment of Interest, Fees and Other Items\" below. In most cases, this amount will\nequal the sum of the amounts described in items (1) to (6). For each month during the required amortization period or early amortization\nperiod, the servicer will deposit available investor principal collections in the collection account until the amount in the collection\naccount, together with amounts for Series 2026-3 from the excess funding account, equals the adjusted invested amount.

Payment of\nInterest, Fees and Other Items. On each payment date, the servicer will direct the indenture trustee to apply available\ninvestor interest collections for the prior month for Series 2026-3 in the following order:

(1)

to the Class A noteholders, the interest due on the Class A notes for that payment date,

(2)

to the Class B noteholders, the interest due on the Class B notes for that payment date,

(3)

to the Class C noteholders, the interest due on the Class C notes for that payment date,

(4)

to the Class D noteholders, the interest due on the Class D notes for that payment date,

(5)

to the indenture trustee, the owner trustee and the asset representations reviewer, all amounts due, including indemnities, and to\nor at the direction of the trust, any expenses incurred under the transaction documents, in each case, to the extent allocated to the\nseries for the prior month and not paid by the servicer or the administrator, up to a maximum amount of $375,000 per year,

(6)

pro rata (a) to the back-up servicer, any back-up servicing fee due and (b) to the servicer, if Ford Credit or one of its\naffiliates is no longer the servicer, any servicing fee due,

(7)

to be treated as available investor principal collections and applied as described in \"— Payment of Principal\"\nbelow, the amount, if any, of defaulted receivables allocated to the series for the prior month,

(8)

to the reserve account, the excess, if any, of the reserve account required amount over the amount in the reserve account,

(9)

to be treated as available investor principal collections and applied as described in \"— Payment of Principal\"\nbelow, the sum of the amount of defaulted receivables allocated to the series that have not been previously reimbursed,

(10)

to be treated as available investor principal collections and applied as described in \"— Payment of Principal\"\nbelow, the sum of principal collections applied to pay interest on the notes that have not been previously reimbursed,

(11)

if Ford Credit or one of its affiliates is the servicer, to the servicer, any servicing fee due,

(12)

to the depositors, the excess of the required subordinated amount over the available subordinated amount, to increase the available\nsubordinated amount,

(13)

to the noteholders, any make-whole payments due on the notes and, after the expected final payment date, any step-up amounts due on\nthe notes, payable sequentially by class and pro-rata to each class based on the amounts due,

(14)

to the owner trustee, the indenture trustee, the asset representations reviewer and the trust, all amounts due for the series but\nnot paid under item (5) above,

(15)

to the back-up servicer, amounts due under the back-up servicing agreement that remain unpaid, including any transition expenses incurred\nby the back-up servicer, as successor servicer, in excess of the amount paid from the back-up servicer reserve account, to the extent\nattributable solely to the series,

(16)

to be treated as excess interest collections available from Series 2026-3, an amount equal to the shortfalls in interest collections\nfor other series in excess interest sharing group one, and

(17)

to the holders of the depositor interest in the trust, all remaining available investor interest collections.

This diagram shows how available investor interest\ncollections are paid.

$\"\"$

If available investor interest collections for\na payment date are insufficient to cover the amounts above, the servicer will direct the indenture trustee to apply funds from the following\nsources on that payment date in the following order:

(1)

from excess interest collections available from other series in excess interest sharing group one, to cover shortfalls of the amounts\ndescribed in items (1) to (15) above,

(2)

from available depositor collections (for available depositor principal collections, in an amount not to exceed the available subordinated\namount) to cover shortfalls of the amounts described in items (1) to (10) above. If available depositor collections are insufficient\nto reimburse the aggregate shortfalls for all series, then available depositor collections will be allocated to Series 2026-3 based\non the ratio that its available subordinated amount bears to the aggregate available subordinated amounts for all series that have shortfalls.\nIf the amount of available depositor collections exceeds the aggregate shortfalls for all series, the excess available depositor collections\nwill be applied to cover amounts that the servicer fails to deposit in the excess funding account when it adjusts the principal balance\nof a receivable as described in \"Pool Balance, Depositor Amount and Allocations — Excess Funding Account.\"\nThe available subordinated amount will be reduced by the amount of available depositor principal collections applied to cover shortfalls\nof the amounts described in items (1) to (10) above,

(3)

from the reserve account, to cover shortfalls of the amounts described in items (1) to (7) above, and

(4)

from available investor principal collections for that payment date, to cover shortfalls of the amounts described in items (1) to\n(4) above.

Payment of\nPrincipal. On each payment date, the servicer will direct the indenture trustee to apply, first, the Series 2026-3\nexcess funding amount and, second, available investor principal collections for Series 2026-3 in the following order:

(1)

if the payment date relates to the required amortization period or the early amortization period, to the principal funding account\nthe excess, if any, of (a) the adjusted invested amount, over (b) the amount deposited in the principal funding account from\nthe excess funding account, as described below,

(2)

to be treated as shared principal collections for other series in principal sharing group one, to be applied as described in \"—\nGroups — Principal Sharing Group One\" and \"— Principal Sharing Groups\" below,

(3)

to the excess funding account, to increase the net adjusted pool balance to the required pool balance as described in \"Pool\nBalance, Depositor Amount and Allocations — Excess Funding Account,\"

(4)

if the payment date relates to the excess funding period, to treat as available investor interest collections, to cover shortfalls\nin the applications, payments and deposits under clauses (1) through (6) described in \"Application of Investor Collections\n— Payment of Interest, Fees and Other Items\", and

(5)

to the holders of the depositor interest in the trust, all remaining available investor principal collections.

On each payment date that relates to the required\namortization period or early amortization period, the servicer will direct the indenture trustee to deposit in the principal funding account\nfrom the excess funding account the lesser of (a) the Series 2026-3 excess funding amount, and (b) the adjusted invested\namount for that payment date.

If the Series 2026-3 excess funding amount\nand available investor principal collections for Series 2026-3 for a payment date that relates to the required amortization period\nor an early amortization period are insufficient to cover the amount under item (1) above, the servicer will direct the indenture\ntrustee to apply available depositor collections (for available depositor principal collections, in an amount not to exceed the available\nsubordinated amount) on that payment date to cover the shortfall. If the amount of available depositor collections is insufficient to\ncover the amount under item (1) above, as well as any similar shortfalls for other series, the available depositor collections will\nbe allocated to Series 2026-3 based on the ratio that the available subordinated amount for Series 2026-3 has to the aggregate\n“available subordinated amounts” for all series having the shortfall.

On the earlier of the expected final payment date\nand the redemption date or on each payment date during the required amortization period or an early amortization period, the servicer\nwill direct the indenture trustee to apply amounts in the principal funding account in the following order:

(1)

to the Class A noteholders, until the note balance of the Class A notes is zero,

(2)

to the Class B noteholders, until the note balance of the Class B notes is zero

(3)

to the Class C noteholders, until the note balance of the Class C notes is zero, and

(4)

to the Class D noteholders, until the note balance of the Class D notes is zero.

This diagram shows how available investor principal\ncollections are paid.

$\"\"$

Defaulted Receivables and Principal Collections Used to Pay Interest

The servicer will allocate to Series 2026-3\nthe floating investor percentage of the principal balance of receivables that become defaulted receivables. The defaulted receivables\nallocated to the series for a payment date will be funded from available investor interest collections, excess interest collections available\nto the series from other series in excess interest sharing group one, available depositor collections and amounts in the reserve account,\nas described in item (7) of \"— Application of Investor Collections — Payment of Interest, Fees and Other Items\"\nabove. If the defaulted receivables allocated to the series for a payment date exceed the funds available from those sources, the available\nsubordinated amount (as reduced by the amount of available depositor principal collections applied to cover shortfalls of amounts described\nin items (1) to (6) of \"— Application of Investor Collections — Payment of Interest, Fees and Other Items\"\nabove), will be reallocated to the series to avoid a reduction of the invested amount and the available subordinated amount will be reduced\naccordingly. Any remaining defaulted receivables allocated to the series will reduce the invested amount of the Class D notes, then\nthe Class C notes, then the Class B notes and finally the Class A notes.

On a payment date, available investor principal\ncollections will be used to cover shortfalls in payments of interest on the notes in an amount not to exceed the sum of:

the available subordinated amount for that payment date, plus

the invested amount of any class subordinated to the affected class for that\npayment date.

The amount of principal collections used to pay\ninterest on the notes will reduce the available subordinated amount to zero, then the invested amount of the Class D notes, then\nthe Class C notes, and finally the Class B notes.

If principal collections are used to pay interest\non the notes, the available subordinated amount (as reduced by the amount of available depositor principal collections applied to reimburse\nshortfalls of amounts described in items (1) to (10) of \"— Application of Investor Collections — Payment\nof Interest, Fees and Other Items\" above) will be reallocated to the series to avoid a reduction of the invested amount.

Reductions in the invested amount from defaulted\nreceivables and principal collections used to pay interest on the notes may be reimbursed on later payment dates from available investor\ninterest collections, excess interest collections available from other series in excess interest sharing group one and available depositor\ncollections allocated to the series (for available depositor principal collections, in an amount not to exceed the available subordinated\namount), as described in items (9) and (10) of \"— Application of Investor Collections — Payment of Interest,\nFees and Other Items\" above. If the invested amount of the series is reduced to zero, the notes will not receive any further\nallocations of interest collections or principal collections.

Ineligible Receivables and Overconcentration Amounts

The depositors may sell ineligible receivables\nto the trust so long as these ineligible receivables are originated in an eligible account. If ineligible receivables are in the trust,\nthe incremental subordinated amount will be increased to take into account the principal balance of the ineligible receivables allocated\nto the series, which will result in a corresponding increase in the available subordinated amount.

The incremental subordinated amount will also be\nincreased by the aggregate principal balance of receivables that constitute overconcentrations allocated to the series, which will also\nresult in a corresponding increase in the available subordinated amount. The overconcentration amounts are calculated on each determination\ndate based on amounts on the last day of the prior month.

The \"dealer overconcentration\" is the\nexcess of:

the aggregate principal balance of receivables originated in the designated\naccounts of a dealer or a group of affiliated dealers, over

(a) in the case of dealers affiliated with AutoNation, Inc., 5%,\n(b) in the case of dealers affiliated with Lithia Motors, Inc., 3%, and (c) for all other dealers or groups of affiliated\ndealers, 2% of the pool balance.

The \"development dealer overconcentration\"\nis the excess of:

the aggregate principal balance of receivables relating to dealers in which\nFord or any affiliate of Ford has an equity investment exceeding 5% (as determined according to the servicer's customary policies and\nprocedures), known as \"development dealers,\" over

4% of the pool balance.

The \"fleet vehicle overconcentration\"\nis the excess of:

the aggregate principal balance of receivables originated in designated accounts\nthat are used by the servicer for fleet purchases of vehicles by the related dealer, over

15% of the pool balance.

The \"manufacturer overconcentration\"\nis the sum of:

the excess of:

—

the aggregate principal balance of receivables related to financed vehicles made by a single manufacturer (other than Ford or one\nof its affiliated manufacturers) with a long-term credit rating of at least \"A-\" by Standard & Poor's and Fitch (if\nrated by Fitch), and \"A3\" by Moody's (if rated by Moody's), over

—

10% of the pool balance, plus

the excess of:

—

the aggregate principal balance of receivables related to financed vehicles made by a single manufacturer (other than Ford or one\nof its affiliated manufacturers) with a long-term credit rating of \"BBB+\" or lower by Standard & Poor's or unrated\nby Standard & Poor's, or \"BBB+\" or lower by Fitch (if rated by Fitch), or \"Baa1\" or lower by Moody's (if\nrated by Moody's), over

—

2% of the pool balance.

The \"medium and heavy truck overconcentration\"\nis the excess of:

the aggregate principal balance of receivables related to financed medium-\nand heavy trucks, over

5% of the pool balance.

The \"used vehicle overconcentration\"\nis the excess of:

the aggregate principal balance of receivables related to financed used and\nprogram vehicles, over

20% of the pool balance.

The overconcentration definitions, including the\npercentages stated in the definitions, may be modified without the consent of the Series 2026-3 noteholders so long as the rating\nagency condition is satisfied for each rating agency then rating the notes.

Servicing Fees

The share of the servicing fee and the back-up\nservicing fee allocated to Series 2026-3 for a payment date is the monthly servicing fee and the monthly back-up servicing fee. The\nportion of the monthly servicing fee and the monthly back-up servicing fee that is attributable to the depositor interest is the \"monthly\ndepositor servicing fee,\" and that amount will be deducted from amounts otherwise payable to the depositors and deposited in the\ncollection account for each payment date.

The \"monthly servicing fee\" will equal\none-twelfth of the product of (a) 1%, times (b) the percentage equal to (i) the floating investor percentage, divided by\n(ii) the sum of the floating investor percentages for all series for that month, times (c) the pool balance on the last day\nof the prior month.

The \"monthly back-up servicing fee\" for\na month will equal one-twelfth of the product of (a) 0.0065%, times (b) the percentage equal to (i) the floating investor\npercentage, divided by (ii) the sum of the floating investor percentages for all series for that month, times (c) the pool balance\non the last day of the prior month.

The \"monthly depositor servicing fee\"\nfor a month will equal one-twelfth of the product of (a) the product of (i) the sum of 1% and 0.0065%, times (ii) 100%\nminus the sum of the floating investor percentages for all series for that month, times (iii) the pool balance on the last day of\nthe prior month, times (b) the percentage equal to (i) the floating investor percentage, divided by (ii) the sum of the\nfloating investor percentages for all series that month.

If the back-up servicer becomes the successor servicer,\namounts in a back-up servicer reserve account will be used to pay the transition expenses of the back-up servicer. Transition expenses\nin excess of the amount in the back-up servicer reserve account will be paid from available investor interest collections as described\nin item (15) of \"— Application of Investor Collections — Payment of Interest, Fees and Other Items\" above.

For more information about the back-up servicer,\nyou should read \"Transaction Parties — Back-up Servicer.\"

Groups

Excess Interest\nSharing Group One. Series 2026-3 will be included in a group of series referred to as \"excess interest sharing\ngroup one.\" Excess interest collections for the series, as described in item (16) of \"— Application of Investor Collections\n— Payment of Interest, Fees and Other Items\" above, will be made available to other series in excess interest sharing group\none whose share of interest collections is not sufficient to make required payments or deposits for that series. If available investor\ninterest collections for the series are insufficient to make all required payments and deposits, the series will have access to excess\ninterest collections from other series in excess interest sharing group one. Each series that is part of excess interest sharing group\none and has a shortfall will receive a share of the total amount of excess interest collections available for that month based on the\namount of shortfall for that series, divided by the total shortfall for all series in excess interest sharing group one for that month.

Principal Sharing\nGroup One. Series 2026-3 will be included in a group of series referred to as \"principal sharing group one.\"\nShared principal collections for the series, as described in item (2) of \"— Application of Investor Collections —\nPayment of Principal\" above, will be made available to other series in principal sharing group one whose share of principal collections\nis not sufficient to make required payments or deposits for that series. If available investor principal collections for the series (determined

without shared principal collections from other series) are insufficient\nto make all required payments and deposits, the series will have access to shared principal collections from other series in principal\nsharing group one. Shared principal collections will be used to reimburse principal shortfalls, but not to reimburse defaulted receivables\nallocated to the series. Each series that is part of principal sharing group one and has a principal shortfall will receive a share of\nthe total amount of shared principal collections available for that month based on the amount of shortfall for that series, divided by\nthe total shortfall for all series in principal sharing group one for that month. To the extent that shared principal collections exceed\nprincipal shortfalls, the balance will be deposited in the excess funding account if needed to increase the net adjusted pool balance\nto the required pool balance and then paid to the depositors.

Amortization Events

The \"amortization events\" for Series 2026-3\nconsists of the following \"series amortization events\":

(1)

either depositor fails (a) to make a payment or deposit within five business days of when the payment or deposit is required\nto be made, or (b) to observe or perform in a material respect other covenants or agreements of the depositor in the related sale\nand servicing agreement, the indenture or the Series 2026-3 indenture supplement that adversely affects the amount or timing of payments\nto be made to the Series 2026-3 noteholders and continues for 60 days after it receives notice of the failure,

(2)

a representation by either depositor in the related sale and servicing agreement, the indenture or the Series 2026-3 indenture\nsupplement, or any information required to be given by the depositor under the related sale and servicing agreement to identify the designated\naccounts is determined to be incorrect in a material respect when made or delivered that adversely affects the amount or timing of payments\nto be made to the Series 2026-3 noteholders and which continues to be incorrect for 60 days after it receives notice of the failure,\nexcept that an amortization event will not occur if the depositor accepted reassignment of the related receivables during the 60-day period,

(3)

a servicer termination event occurs that adversely affects the amount or timing of payments to be made to the Series 2026-3 noteholders,

(4)

the average of the monthly payment rates on the receivables for the three prior months is less than 21%,

(5)

the available subordinated amount is less than the required subordinated amount on a payment date, after giving effect to any payments\nto be made on that payment date, and the shortfall continues for five business days,

(6)

the amount in the excess funding account exceeds 70% of the sum of the adjusted invested amounts of all series for three consecutive\nmonths, after giving effect to any payments to be made on each related payment date, and

(7)

the notes are accelerated after an event of default.

In the case of an event described in items (1) to\n(3) above that occurs and is continuing, an amortization event for Series 2026-3 will occur only if either the indenture trustee\nor a majority of the Series 2026-3 notes declare there to be an amortization event. In the case of an event described in items (4) to\n(7) above, an amortization event for Series 2026-3 will occur on the occurrence of the event without any notice or other action\non the part of the indenture trustee or the holders of the Series 2026-3 notes.

Additionally, the following \"trust amortization\nevents\" apply to all series:

a depositor fails to sell to the trust receivables originated in additional\neligible accounts to maintain the pool balance at required levels within ten business days,

the bankruptcy or dissolution of a depositor, Ford Credit or Ford, unless\nfor Ford Credit or Ford, the rating agency condition is satisfied for each rating agency then rating any series or class, or

the trust becomes subject to regulation as an \"investment company\"\nwithin the meaning of the Investment Company Act of 1940.

In the case of a trust amortization event, an amortization\nevent for all series will occur on the occurrence of the event without any notice or other action on the part of the indenture trustee\nor the holders of any series of notes.

Events of Default and Acceleration

The occurrence of any of the following will be\nan \"event of default\" for the series under the indenture and the indenture supplement:

the trust fails to pay interest due on any note which continues for 35 days,

the trust fails to pay the principal of, make-whole payments on, and any accrued\nstep-up amounts on any note in full on its final maturity date,

the trust fails to observe or perform any covenant or agreement made in the\nindenture, or a breach by the trust of a representation made in the indenture, which will cause an amortization event or an event of default\nto occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class, and the failure or\nbreach continues for 60 days after notice was given to the trust by the indenture trustee or to the trust and the indenture trustee by\nat least 25% of the affected series, or

the bankruptcy or dissolution of the trust.

Failure to pay the principal of a note in full\non its expected final payment date is not an event of default. An event of default for one series will not necessarily be an event of\ndefault for another series.

Except in some limited circumstances, if a responsible\nperson of the indenture trustee knows of an event that with notice or lapse of time or both would become an event of default for a series,\nit must notify all noteholders of the series within 90 days. If, for a series, a responsible person of the trust knows of an event that\nwith notice or lapse of time or both would become an event of default of the type described in the third item above, it must notify the\nindenture trustee within five business days. If a responsible person of the indenture trustee knows of an event of default for a series,\nit must notify the noteholders of the series within five business days. The servicer must notify the trust, the back-up servicer, the\nindenture trustee and each of the rating agencies within five business days of obtaining actual knowledge of an event of default.

A majority of a series may waive any event of default\nfor that series and its consequences except an event of default (a) in the payment of principal of or interest on any of the notes\n(other than an event of default relating to failure to pay principal due only because of the acceleration of the notes) or (b) relating\nto a covenant or agreement in the indenture that requires the unanimous consent of the noteholders of each affected series in order to\nbe modified.

Acceleration\nof the Notes. If an event of default occurs because of bankruptcy or dissolution of the trust, the notes of all series\nwill be accelerated automatically. If an event of default occurs for a series for another reason, the indenture trustee or a majority\nof the series may accelerate the notes of that series and declare them to be immediately due and payable. Any acceleration of the notes\nmay, subject to the satisfaction of certain conditions, be rescinded by a majority of that series.

When a series is accelerated, an early amortization\nperiod will start and principal and interest collections allocated to that series will be applied to make monthly principal and interest\npayments on the notes of that series until the earlier of the date the notes are paid in full or the final maturity date of that series.\nFunds in the collection account and excess funding account allocable to that series and other trust accounts for the series will be applied\nto pay principal of and interest on that series.

Remedies After\nAcceleration. If a series has been accelerated and the indenture trustee has not received any directions from the noteholders\nabout the time, method and place of conducting a proceeding for any remedy available to the indenture trustee, the indenture trustee may\ncontinue to hold the trust property allocable to that series and apply collections on that trust property to make payments on those notes.

If an event of default has occurred and the series\nhas been accelerated, the indenture trustee:

may at its own election or at the direction of a majority of that series:

—

start a legal proceeding for the collection of the notes and enforce any judgment obtained,

—

sell or liquidate any receivables at public or private sales,

—

exercise any remedies of a secured party under the UCC,

—

take another action to protect and enforce the rights and remedies of the indenture trustee and the noteholders, or

—

sell the trust property allocable to that series, but only if the indenture trustee determines that the proceeds of the sale will\nbe sufficient to pay the principal of and interest on the accelerated notes in full, and

must, at the direction of all of the holders of the series, cause the trust\nto sell the portion of the trust property allocable to that series, regardless of the sufficiency of the proceeds from the sale to pay\nthe principal of and interest on the accelerated notes in full.

Following the sale of the trust property allocable\nto the accelerated series and the application of the proceeds of that sale and of the amounts then held in the collection account and\nthe excess funding account allocable to that series and any trust accounts for that series and amounts available from enhancement for\nthat series, that series will no longer be entitled to any allocation of collections or other trust property under the indenture or the\nindenture supplement, and those notes will no longer be outstanding.

Standard of\nCare of the Indenture Trustee After an Event of Default. If an event of default has occurred and is continuing, the indenture\ntrustee must exercise its rights and powers under the indenture using the same degree of care and skill that a prudent person would use\nunder the circumstances in conducting his or her own affairs. A majority of the affected series will have the right to direct the time,\nmethod and place of conducting any proceeding for any remedy available to the indenture trustee after an event of default and acceleration\nof the affected series.

Limitation\non Legal Proceedings. No noteholder will have the right to start any legal proceeding for any remedy under the indenture\nor an indenture supplement described in \"—Remedies After Acceleration\" above unless:

the noteholder notified the indenture trustee of a continuing event of default,

at least 25% of the affected series requested the indenture trustee to start\nthe legal proceeding,

the requesting noteholders offered reasonable security or indemnity satisfactory\nto the indenture trustee against any liabilities that the indenture trustee may incur in complying with the request,

the indenture trustee failed to start the legal proceeding within 60 days\nafter its receipt of the notice, request and offer of indemnity, and

a majority of the affected series has not given the indenture trustee any\ninconsistent direction during the 60-day period.

A noteholder, however, has the right to start a proceeding at any time\nto enforce its right to receive principal and interest due to it under its note, and that right may not be impaired without the consent\nof the noteholder.

The indenture trustee and the noteholders of each\nseries and the other secured creditors of the trust will agree not to start or pursue a bankruptcy proceeding against the trust.

Satisfaction and Discharge of Indenture

The indenture and the indenture supplement for\nany series will not be discharged until:

the indenture trustee has received all notes of the series for cancellation\nor, with certain limitations, funds sufficient to pay all notes of the series in full,

the trust has paid all amounts payable by it under the transaction documents,\nand

the trust has delivered an officer's certificate and a legal opinion each\nstating that all conditions to the satisfaction and discharge of the indenture and the indenture supplement for the series have been satisfied.

Amendments to Indenture and Indenture Supplement

The indenture trustee and the trust may amend the\nindenture or the indenture supplement for a series without the consent of the noteholders of any series for limited purposes, including\nto:

further protect the indenture trustee's interest in the receivables and other\ntrust property subject to the lien of the indenture,

add to the covenants of the trust for the benefit of the noteholders,

transfer or pledge any additional property to the indenture trustee,

correct any ambiguity, correct any mistake or add a term that is not inconsistent\nwith the other terms of the indenture or the indenture supplement, so long as the administrator certifies that the correction will not\ncause an amortization event or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders\nof any series or class, and

modify, eliminate or add terms required by or necessary to qualify the indenture\nunder the Trust Indenture Act.

The indenture trustee and the trust may amend the\nindenture or the indenture supplement for a series to add, change or eliminate a term or modify the rights of all noteholders under the\nindenture or the rights of noteholders of the related series under the indenture supplement:

without the consent of the noteholders if (a) the administrator certifies\nthat the amendment will not cause an amortization event or an event of default to occur, or adversely affect the amount or

timing of payments to be made to the\nnoteholders of any series or class and (b) the \"rating agency condition\" is satisfied for the rating agencies for each\nseries or the applicable series, which generally means, for any series and any proposed action, that each rating agency rating that series\neither (i) confirms that the proposed action will not result in a reduction or withdrawal of its then-current ratings of the notes\nof that series or (ii) within ten business days of receiving notice of the proposed action, does not notify the depositors, the servicer,\nthe owner trustee or the indenture trustee that the proposed action will result in a reduction or withdrawal of its then-current ratings\nof the notes of that series, or

with the consent of a majority of each series.

In each case, the indenture trustee must receive a legal opinion that\nfor U.S. federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged or cause the trust to be treated\nas an association or publicly traded partnership taxable as a corporation.

The prior consent of all adversely affected noteholders\nof a series will be required for any amendment to the indenture or the indenture supplement that would:

change the terms for amending the indenture or the indenture supplement or\nvoting or consent under the indenture or the indenture supplement,

change the principal amount of or interest rate on any note of that series,\nthe expected final maturity date of the notes of that series, the priority of payments or how principal or interest payments are calculated\nor made on the notes of that series,

change the right of noteholders of that series to start legal proceedings\nto enforce the indenture or the indenture supplement,

change the calculation of the amount of a payment of principal of or interest\non any note, or

permit the creation of a lien ranking prior or equal to, or impair, the lien\nof the indenture trustee on the trust property.

Reopening of Series

The trust may, without notice to or the consent\nof, the Series 2026-3 noteholders, issue additional notes of any class if:

the rating agency condition is satisfied for each rating agency rating the\nSeries 2026-3 notes,

the depositors certify that the additional issuance will not cause an amortization\nevent for another series,

after the additional issuance the amount in the reserve account equals the\nrequired reserve account amount,

on or before the additional issuance of any class, the trust has issued notes\nof each class that is junior to that class so that the proportion of the note balance of the junior class to the note balance of the more\nsenior class is equal to or greater than the proportion that existed on the closing date, and

after the additional issuance the net adjusted pool balance equals or exceeds\nthe required pool balance.

New Issuances

The depositors may cause the trust to issue a new\nseries under an indenture supplement without the consent of any noteholder of any series previously issued by the trust. Each series may\nhave different terms and enhancements from another series, including different expected final payment dates and series early amortization\nevents, which may cause some series to amortize earlier than others. The trust may offer a series under a prospectus, an offering memorandum\nor in transactions either registered under the Securities Act of 1933, or \"Securities Act,\" or exempt from registration, directly,\nthrough one or more underwriters, initial purchasers or placement agents, in fixed-price offerings or in negotiated transactions. The\nseries may have different terms from those described in this prospectus. If the trust has other series outstanding at the time it issues\na new series, the prospectus, offering memorandum or other disclosure document for the new series will list the main characteristics of\nthose other series.

A new series may only be issued if, among other\nthings, the following conditions are satisfied:

an indenture supplement specifying the principal terms of the new series is\ndelivered to the owner trustee and the indenture trustee,

the rating agency condition is satisfied for the rating agencies for each\nseries,

the depositors certify that the new issuance will not cause an amortization\nevent or an event of default to occur for any series, or materially and adversely affect the amount or timing of payments to be made to\nthe noteholders of any series,

the indenture trustee receives a legal opinion that for U.S. federal income\ntax purposes, the new issuance will not cause the notes of any series to fail to qualify as debt or cause the trust to be treated as an\nassociation or publicly traded partnership taxable as a corporation, and

after the new issuance, the net adjusted pool balance exceeds the required\npool balance.

Noteholder Communication

A noteholder may communicate with the indenture\ntrustee and provide notices and make requests and demands and give directions to the indenture trustee as permitted by the transaction\ndocuments through the procedures of DTC or by notice to the indenture trustee.

Three or more noteholders may request a list of\nall noteholders of the trust maintained by the indenture trustee for the purpose of communicating with other noteholders about their rights\nunder the indenture or under the notes. Any request must be accompanied by a copy of the communication that the requesting noteholders\npropose to send.

A noteholder may also send a request to the trust\nor to the servicer, on behalf of the trust, stating that the noteholder is interested in communicating with other noteholders about the\npossible exercise of rights under the transaction documents. The requesting noteholder must include in the request a description of the\nmethod by which other noteholders may contact the requesting noteholder. The trust will promptly deliver any request to the servicer.\nOn receipt of a communication request, the servicer will include in the Form 10-D filed in the next month the following information:

a statement that the trust received a communication request,

the date the request was received,

the name of the requesting noteholder,

a statement that the requesting noteholder is interested in communicating\nwith other noteholders about the possible exercise of rights under the transaction documents, and

a description of the method by which the other noteholders may contact the\nrequesting noteholder.

Any expenses of the trust or the servicer relating\nto an investor communication, including any review of documents evidencing ownership of a note and the inclusion of the investor communication\ninformation in the Form 10-D, will be paid by the servicer.

In order to make a request or demand or to provide\nnotice to the trust, the owner trustee, the indenture trustee, the depositors, the sponsor or the servicer under the transaction documents,\na noteholder must either be a noteholder of record or must provide a written certification stating that it is a beneficial owner of a\nnote, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying\nownership or another similar document evidencing ownership of a note.

Book-Entry Registration

The notes will be available only in book-entry\nform except in the limited circumstances described below. All notes will be held in book-entry form by The Depository Trust Company,\nor \"DTC,\" in the name of Cede & Co., as nominee of DTC. Noteholders' interests in the notes will be represented through\nfinancial institutions acting on their behalf as direct and indirect participants in DTC. Noteholders may hold their notes through DTC\nor Clearstream Banking Luxembourg S.A., which will hold positions on behalf of their customers or participants through their depositories,\nwhich in turn will hold positions in accounts as DTC participants. The notes will be traded as home market instruments in both the U.S.\ndomestic and European markets. Initial settlement and all secondary trades will settle in same-day funds.

Noteholders who hold their notes through DTC will\nfollow the settlement practices for U.S. corporate debt obligations. Noteholders who hold global notes through Clearstream accounts will\nfollow the settlement procedures for conventional eurobonds, except that there will be no temporary global notes and no \"lock-up\"\nor restricted period.

Actions of noteholders under the indenture will\nbe taken by DTC on instructions from its participants and all payments, notices, reports and statements to be delivered to noteholders\nwill be delivered to DTC or its nominee as the registered holder of the book-entry notes for distribution to holders of book-entry notes\naccording to DTC's rules and procedures.

Prospective noteholders should review the rules and\nprocedures of DTC and Clearstream for clearing, settlement, payments and tax withholding applicable to their purchase of the notes. In\nparticular, noteholders should note that DTC's rules and procedures limit the ability of the trust and the indenture trustee to make\npost-payable adjustments for principal and interest payments after a period of time, which may be as short as 90 days.

Notes will be issued in physical form to noteholders\nonly if:

the administrator determines that DTC is no longer willing or able to properly\ndischarge its responsibilities as depository for the notes and the administrator or the depositors cannot appoint a qualified successor,

the administrator terminates the book-entry system through DTC, or

after the occurrence of an event of default or a servicer termination event,\na majority of a series notify the indenture trustee and DTC to terminate the book-entry system through DTC (or a successor to DTC) for\nthat series.

Payments of interest on and principal of definitive\nnotes will be made by the indenture trustee on each payment date to registered holders of definitive notes as of the end of the prior\nmonth. The payments will be made by check mailed to the address of the holder as it appears on the register maintained by the indenture\ntrustee. The final payment on a definitive note will be made only on presentation and surrender of the definitive note at the address\nstated in the notice of final payment to the noteholders.

Definitive notes will be transferable and exchangeable\nat the offices of the indenture trustee or a note registrar. No service charge will be imposed for registration of transfer or exchange,\nbut the indenture trustee may require payment of an amount sufficient to cover any tax or other governmental charge related to a transfer\nor exchange.

Computing Outstanding Principal Amount

The monthly investor report will include a note\nfactor for each class of notes that can be used to compute the outstanding principal amount of that class of notes each month. The note\nfactor for each class of notes is a seven-digit decimal indicating the remaining outstanding principal amount of that class of notes as\nof the applicable payment date as a percentage of its original principal amount, after giving effect to payments to be made on the payment\ndate.

The note factors for each class of notes will initially\nbe 1.0000000 and will decline as the outstanding principal amount of the class declines. For each note, the portion of the outstanding\nprincipal amount of that class of notes can be determined by multiplying the original denomination of that note by the note factor for\nthat class of notes.

Notes Held by Transaction Parties

Notes held by the trust, the depositors, the servicer\nor any of their affiliates will not be included for purposes of determining whether a required percentage of any series or class of notes\nhas taken any action under the indenture or any other transaction document.

Credit\nEnhancement

The credit enhancement described below is available\nonly for Series 2026-3. Series 2026-3 will not be entitled to the series enhancement available to any other series that the\ntrust already issued or may issue in the future.

Reserve Account

The indenture trustee will establish the \"reserve\naccount\" for the benefit of the Series 2026-3 noteholders. If, on a payment date, available investor interest collections, excess\ninterest collections available for the series from other series in excess interest sharing group one and available depositor collections\nallocated to the series, are insufficient to fund certain of the amounts required to be paid on that date, as described in items (1) to\n(7) of \"Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other\nItems,\" the indenture trustee will apply amounts in the reserve account to the extent available to cover these shortfalls.

On the closing date, $3,453,945.00 (or 0.50% of\nthe initial note balance of the series) will be deposited in the reserve account. The \"reserve account required amount\" for\na payment date is 0.50% of the initial note balance of the series, except that (a) for a payment date relating to a subordination\nstep-up period, the depositors may elect to increase the percentage by the step-up percentage, instead of increasing the subordination\nfactor and (b) for a payment date relating to the early amortization period, the percentage will increase to 4.50% of the initial\nnote balance of the series, unless the depositors have already elected to increase the percentage under clause (a). However, the depositors\nmay reduce these percentages if the rating agency condition is satisfied for each rating agency then rating the notes.

If, on a payment date, the amount in the reserve\naccount is less than the reserve account required amount, after making other required payments and deposits, the indenture trustee will\ndeposit available investor interest collections, excess interest collections available for the series from other series in excess interest\nsharing group one and available depositor collections allocated to the series, up to the amount of the shortfall, in the reserve account,\nas described in item (8) of \"Description of the Notes — Application of Investor Collections — Payment of Interest,\nFees and Other Items.\"

After the earlier of the payment in full of the\nseries and the final maturity date, any funds remaining in the reserve account will be included in available investor principal collections.

Subordination

Series 2026-3 is structured so that the trust\nwill pay interest and principal to each class sequentially in order of seniority. Thus, the trust will not pay interest on a class of\nnotes until the interest due on all more senior classes of notes is paid in full and will not pay principal of a class of notes until\nthe principal amount of all more senior classes of notes is paid in full.

In addition, the subordinated notes bear the risk\nof reduction of their invested amount due to defaulted receivables and principal collections used to pay interest before each more senior\nclass of notes.

For more information about defaulted receivables\nand principal collections used to pay interest, you should read \"Description of the Notes — Defaulted Receivables and Principal\nCollections Used to Pay Interest\" above.

These subordination features provide credit enhancement\nto more senior classes of notes, with the Class A notes benefiting the most.

Available Subordinated Amount

If, on a payment date, available investor interest\ncollections and excess interest collections available for the series from other series in excess interest sharing group one are insufficient\nto fund amounts described in items (1) to (10) of \"Description of the Notes — Application of Investor Collections\n— Payment of Interest, Fees and Other Items,\" then available depositor collections will be applied to cover those\nshortfalls. An application of available depositor principal collections will reduce the available subordinated amount. In addition, during\nthe required amortization period or an early amortization period, available depositor collections will be available to pay principal of\nthe notes, as described in item (1) of \"Description of the Notes — Application of Investor Collections — Payment\nof Principal,\" but an application of available depositor interest collections and available depositor principal collections will\nnot reduce the available subordinated amount. In both cases, available depositor principal collections may be included in available depositor\ncollections in an amount that does not exceed the available subordinated amount.

If, on a payment date, (a) the defaulted receivables\nallocated to the series exceed the amounts available to cover those defaulted receivables or (b) any principal collections are used\nto pay interest on the notes, in each case, as described above in \"Description of the Notes — Application of Investor Collections\n— Payment of Interest, Fees and Other Items,\" then the available subordinated amount (after giving effect to any\nreductions on that date) will be reallocated to the invested amount for the series in an amount up to the sum of the excess defaulted\nreceivables and that amount of available investor principal collections used to pay interest to avoid a reduction in the invested amount\nfor the series. The available subordinated amount will be reduced by the amount reallocated.

The \"available subordinated amount\" for\nthe series on the first determination date will be $98,684,142.86, which is approximately 14.29% of the initial note balance, plus the\nincremental subordinated amount for that date.

On each later determination date, the available\nsubordinated amount will equal the lesser of:

the required subordinated amount for that determination date, and

an amount equal to:

—

the available subordinated amount for the prior determination date, minus

—

the amount of available depositor principal collections used to cover shortfalls of the payments and deposits to be made on the related\npayment date, as described in items (1) to (10) of \"Description of the Notes — Application of Investor Collections\n— Payment of Interest, Fees and Other Items,\" minus

—

the amount of the available subordinated amount reallocated to the invested amount to avoid a reduction in the invested amount of\nthe series due to defaulted receivables or principal collections used to pay interest, as described in \"Description of the Notes\n— Defaulted Receivables and Principal Collections Used to Pay Interest,\" plus

—

the amount of available investor interest collections paid to the depositors to increase the available subordinated amount, as described\nin item (12) of \"Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other\nItems,\" minus

—

the incremental subordinated amount for the prior determination date, plus

—

the incremental subordinated amount for the current determination date, minus

—

the subordinated percentage of the increase in the Series 2026-3 excess funding amount since the prior payment date to the following\npayment date, plus

—

the subordinated percentage of the decrease in the Series 2026-3 excess funding amount since the prior payment date to the following\npayment date, plus

—

an amount equal to the increase, if any, in the required subordinated amount as a result of a change in the subordination factor since\nthe prior determination date, minus

—

an amount equal to the decrease, if any, in the required subordinated amount as a result of a change in the subordination factor since\nthe prior determination date, plus

—

any increases made by the depositors, as described in the next paragraph.

The depositors may at any time increase the available\nsubordinated amount so long as the cumulative amount of the increases does not exceed 3.50% of the initial note balance of the series.\nThe depositors will not be obligated to increase the available subordinated amount at any time. If the available subordinated amount falls\nbelow the required subordinated amount, an amortization event may occur for Series 2026-3. However, the depositors may elect to increase\nthe available subordinated amount at the time an amortization event would occur to prevent or delay the occurrence of the amortization\nevent.

The \"required subordinated amount\" for\nSeries 2026-3 for any date will be equal to the sum of:

the product of (a) the subordinated percentage for that date, times (b) the\nexcess of the initial note balance of the series over the Series 2026-3 excess funding amount (after giving effect to any changes\nin that amount on that date), plus

the incremental subordinated amount for that date.

The \"subordinated percentage\" for Series 2026-3\nwill equal the sum of the subordination factor, divided by the excess of 100% over the subordination factor, plus the supplemental subordinated\npercentage, if any.

The \"subordination factor\" for the Series 2026-3\nnotes is 12.50%, but will increase to 16.50% during a subordination step-up period, unless the depositors elect to increase the reserve\naccount required amount and deposit the related increase amount in the reserve account. A \"subordination step-up period\" will\nstart on any determination date for which the average of the monthly payment rates on the receivables for the three prior months is less\nthan 25%, and will continue until any later determination date for which the average of the monthly payment rates on the receivables for\nthe three prior months is greater than or equal to 25%.

The subordinated percentage will equal approximately\n14.29% when calculated using a subordination factor of 12.50% and will equal approximately 19.76% when calculated using a subordination\nfactor of 16.50%. The difference between these percentages is the \"step-up percentage.\"

At the direction of the depositors, the trust may\nfrom time to time, without notice to or the consent of the noteholders of any series, (a) increase the subordinated percentage for\nSeries 2026-3 for a determination date and the related prior month by a specified percentage, or “supplemental subordinated\npercentage” not to exceed 2.00% in the aggregate or (b) decrease the supplemental subordinated percentage for a determination\ndate and the related prior month, but not less than zero.

The \"incremental subordinated amount\"\nfor Series 2026-3 for any determination date will equal:

a fraction:

—

the numerator of which is (a) the adjusted invested amount on the payment date following that determination date (after giving\neffect to any changes to be made in that amount on that payment date), plus (b) the product of the initial note balance of the series\ntimes the excess of the required pool percentage over 100%, plus (c) the required subordinated amount on that determination date\n(excluding the supplemental subordinated percentage, if any, from the subordinated percentage, and without giving effect to the incremental\nsubordinated amount), minus (d) the Series 2026-3 excess funding amount on that determination date (after giving effect to any\nchanges in that amount on that determination date), and

—

the denominator of which is the pool balance on that determination date, times

the excess of (a) the aggregate principal balance of ineligible receivables\nand receivables that contribute to overconcentrations for that determination date, over (b) the aggregate principal balance of ineligible\nreceivables and receivables that contribute to overconcentrations that, in each case, became defaulted receivables on or after the prior\ndetermination date and before the current determination date.

Excess Spread

\"Excess spread\" for the series for a\npayment date will be the amount, if any, by which available investor interest collections exceeds the interest payments on the notes and\nthe senior fees and expenses of the trust, as described in items (1) to (6) of \"Description of the Notes — Application\nof Investor Collections — Payment of Interest, Fees and Other Items.\" Any excess spread will be available on each payment\ndate to cover shortfalls in other items in the priority of payments, including to offset losses on any defaulted receivables allocated\nto the series and to make required deposits in the reserve account.

Credit\nRisk Retention

The risk retention regulations in Regulation RR\nunder the Exchange Act applicable to revolving pool securitizations require the sponsor, either directly or through its wholly-owned affiliates,\nto retain an economic interest in the credit risk of the receivables. The depositors are wholly-owned affiliates of the sponsor and will\nretain the required economic interest in the credit risk of the receivables to satisfy the sponsor's requirements under Regulation RR.

The depositors' retention\nof the depositor interest satisfies the requirements for a \"seller's interest\" under Regulation RR, because the subordinated\npercentage used to calculate the required subordinated amount for Series 2026-3 and each outstanding series is greater than 5%. The\nprincipal portion of the depositor interest is the depositor amount, which is required to be maintained in an amount at least equal to\nthe required depositor amount. The required depositor amount is equal to the sum of (a) the sum of the available subordinated amounts\nfor each series and (b) if any series has a required pool percentage in excess of 100%, the amount of such excess times the initial\ninvested amount of that series. The portion of the depositor amount in excess of the available subordinated amounts of each series is\npari passu with each series, and fluctuates with changes in the pool balance. The depositor interest therefore is generally entitled to\na pari passu portion of collections on the receivables as described under \"Pool Balance, Depositor Amount and Allocations —\nAllocation and Application of Collections,\" together with any available depositor collections and investor collections not needed\nto make payments on the notes as described under \"Description of the Notes — Available Depositor Collections\" and \"Description\nof the Notes — Application of Investor Collections.\"

The depositors are required to hold the depositor\ninterest for the life of the securitization transaction. None of the sponsor, the depositors or any of their affiliates may hedge the\ndepositor interest.

On the closing date, the depositors are required\nto retain 14.29% of the principal amount of the Series 2026-3 notes, which is the subordinated percentage for Series 2026-3.\nThis will result in the portion of the depositor amount retained by the depositors relating to Series 2026-3 being equal to the available\nsubordinated amount for Series 2026-3, which will equal $98,684,142.86 plus the incremental subordinated amount on the closing date.\nThe subordinated percentage for each series of notes used to calculate the required depositor amount will be included in each investor\nreport for the trust.

Servicing

The servicer will service the receivables\nand this securitization transaction under each sale and servicing agreement among the trust, the related depositor and the servicer.\nThe following description summarizes the main terms of the sale and servicing agreements but is not a complete description of the\nentire agreements. For more details about the sale and servicing agreements, you should read the sale and servicing agreements that\nare included as exhibits to the registration statement filed with the SEC that includes this prospectus.

Servicing Obligations

Under the sale and servicing agreements, the servicer's\nmain obligations will be to:

verify payoff of the receivables after the sale of the financed vehicles,

collect and apply all payments made on the receivables and any other amounts\nreceived related to the receivables,

monitor dealer credit line balances,

conduct on-site vehicle inventory audits,

send invoices and respond to dealer inquiries,

process adjustments to the principal balance of the receivables,

administer processing days violations, payment and other defaults, status\naccounts and charge-offs,

administer enforcement proceedings on defaulted accounts,

maintain accurate and complete records and computer systems for the servicing\nof the receivables,

instruct the indenture trustee or the trust to make withdrawals and payments\nfrom the trust bank accounts, and

prepare and provide monthly investor reports and instructions to the indenture\ntrustee.

The servicer is not required or permitted to make\nadvances for shortfalls in scheduled payments on receivables, collections or other cash flows on the receivables.

The servicer may delegate or perform its servicing\nobligations to or through others. No delegation or subcontracting will relieve the servicer of its servicing obligations. The servicer\nwill be responsible for paying the fees of any delegates or subcontractors.

Servicing Procedures and Servicer Covenants

The servicer will service the receivables according\nto the policies and procedures that it uses in servicing dealer floorplan receivables for its own account or for others and in material\ncompliance with law. In servicing the receivables, the servicer may change its policies and procedures and the terms relating to the accounts\ndesignated to the trust if:

it will not cause an amortization event or an event of default to occur or\nadversely affect the amount or timing of payments to be made to the noteholders of any series,

the change applies to all dealer floorplan accounts owned or serviced by the\nservicer, and

in the case of a reduction in the rate of interest charged on the receivables,\nthe reduction will not cause the interest earned on the receivables to be less than the interest payable on the notes and the servicing\nfee and back-up servicing fee, if any.

The servicer may not:

permit the rescission or cancellation of a receivable, except as ordered by\na court or other government authority,

do anything to impair the rights of the noteholders in the receivables,

reschedule, revise or defer payments due on a receivable, except according\nto its policies and procedures, or

sell, transfer or pledge to another person or permit the creation or existence\nof a lien on the receivables sold to the trust, except for the lien of the indenture.

If Ford Credit discovers or is notified that it\nbreached any of its covenants as servicer, and the breach has a material adverse effect on any receivables, Ford Credit will purchase\nthose receivables as of the

100

first day of the month that starts more than 60 days following the discovery\nor notice, unless it corrects the breach before that date. The purchase price will be the principal balance of the affected receivables\nplus accrued interest and will be paid to the trust at least two business days before the payment date immediately following the end of\nthe cure period. This purchase is the only remedy available to the noteholders in case of a breach by Ford Credit of its servicer covenants.\nUnder the sale and servicing agreements, a successor servicer will not be obligated to repurchase receivables.

The servicer will also agree to notify the indenture\ntrustee and the rating agencies of an event of default, amortization event or servicer termination event within five business days of\nobtaining actual knowledge of the event.

Servicing Fees

The servicer will receive a fee for its servicing\nactivities and reimbursement of expenses incurred in administering the trust. This servicing fee will accrue for each series in the amounts\nand will be calculated as described in \"Description of the Notes — Servicing Compensation and Payment of Expenses.\"\nEach series' servicing fee will be payable from interest collections allocable to that series in the priority described in \"Description\nof the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.\" No noteholder or\nthe trust will be responsible for any servicing fee allocable to the depositor interest, unless the servicing fee is allocated to the\nrelated series from the amounts distributable to the depositors. The servicer may elect to lower the percentage used to calculate the\nservicing fee.

Trust Bank Accounts

The indenture trustee established and will maintain\nfor the benefit of the noteholders of all series, a \"collection account\" and an \"excess funding account.\" The servicer\nwill deposit in the collection account collections on the receivables up to the amount required for payment on the next payment date as\ndescribed in \"— Deposit of Collections\" below.

For more information\nabout allocation and application of collections in the collection account, you should read \"Pool Balance, Depositor Amount and Allocations\n— Allocation and Application of Collections.\" For more information about the excess funding account, you should\nread \"Pool Balance, Depositor Amount and Allocations — Excess Funding Account.\"

On or before the closing date, the indenture trustee\nwill establish and maintain for the benefit of the Series 2026-3 noteholders the principal funding account and the reserve account\nfor Series 2026-3.

At the direction of the servicer, the funds in\nthe trust bank accounts will be invested in highly rated investments that mature or are made available on or before the day the funds\nare required to be available for payment. All net investment earnings from the investments in the collection account and the excess funding\naccount will be treated as interest collections. All net investment earnings from the investments in the principal funding account and\nthe reserve account will be treated as available investor interest collections for Series 2026-3.

Funds in the trust bank accounts will be trust\nproperty and the servicer will have no access to the funds in the trust bank accounts. Only the indenture trustee may withdraw funds from\nthese accounts to pay trust obligations, including payments to the noteholders. The indenture trustee will make payments from the collection\naccount to the noteholders and others based on information provided by the servicer.

Deposit of Collections

The servicer will deposit the payments collected\non the receivables in the collection account until it has deposited the required amounts for each month. The amount that the servicer\nis required to deposit for that series will depend on whether the series is in its revolving period or accumulation or amortization periods,\nbut generally will equal the amounts required to be paid for the series on the next payment date.

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The servicer will deposit the required amounts in the collection account\nno later than two business days after processing the payments to the accounts of the dealers. However, if at any time Ford Credit's short-term\nunsecured debt is rated equal to or higher than \"R-1 (middle)\" by DBRS, \"F1\" by Fitch, \"P-1\" by Moody's\nand \"A-1\" by Standard & Poor's, if such rating agency is rating any notes issued by the trust, and if no servicer termination\nevent has occurred, Ford Credit may deposit collections in the collection account on the business day before each payment date. On that\ndate, Ford Credit will deposit in the collection account funds only to the extent that those funds are required for deposit in other trust\naccounts or for payments to the noteholders, the depositors and other parties. The servicer may retain its servicing fee for any series\nand will not be required to deposit the fee in the collection account.

Custodial Obligations of Ford Credit

Ford Credit will act as custodian for the trust\nand the indenture trustee and will retain the account file for the dealer accounts designated to the trust and the receivables sold to\nthe trust. The physical documents in the account files will not be separated from other similar documents held by Ford Credit and will\nnot be stamped or marked to reflect the designation of the account to the trust or the sale of the receivables to the depositors and the\nsale of the receivables to the trust. The account files are held by Ford Credit as described in \"Sponsor and Servicer —\nUnderwriting and Credit Review Process.\"

Limitations on Liability

The servicer will not be liable to the trust or\nthe noteholders for any action or omission or for any error in judgment, except for its own willful misconduct, bad faith or negligence\nin the performance of its obligations. The servicer will not be obligated to start, pursue or participate in any legal proceeding that\nis not incidental to its servicing obligations and that may cause it to incur expense or liability. The servicer will indemnify the trust,\nthe owner trustee and the indenture trustee for damages arising out of the servicer's willful misconduct, bad faith or negligence in the\nperformance of its servicing obligations.

Amendments to Sale and Servicing Agreements and Receivables Purchase\nAgreements

The trust, the related depositor and the servicer\nmay amend each sale and servicing agreement with prior notice to the rating agencies for each series:

without the consent of any noteholders, to correct an ambiguity or to correct\nor supplement any inconsistent term, if the administrator certifies that the action will not cause an amortization event or an event of\ndefault to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class,

without the consent of any noteholders, to add, modify or eliminate a term\nor modify in any manner the rights of the noteholders, if (a) the administrator certifies that the amendment will not cause an amortization\nevent or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series\nor class, and (b) the rating agency condition is satisfied for the rating agencies for each series,

with the consent of a majority of each adversely affected series, to make\nanother change, except as described below, and

with the consent of each noteholder affected, to (a) reduce the amount\nor delay the timing of a payment or deposit, (b) change the manner of calculating the interests of a noteholder in the trust property,\nand (c) reduce the percentage of the note balance of the notes required to consent to an amendment.

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The trust, the related depositor and the servicer\nmay amend each receivables purchase agreement with prior notice to the rating agencies for each series:

without the consent of any noteholders, to correct an ambiguity or to correct\nor supplement any inconsistent term, if the related depositor certifies that the action will not cause an amortization event or an event\nof default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class,

without the consent of any noteholders, to add, modify or eliminate a term\nor modify the rights of the noteholders, if (a) the related depositor certifies that the amendment will not cause an amortization\nevent or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series\nor class, and (b) the rating agency condition is satisfied for the rating agencies for each series,

with the consent of a majority of each adversely affected series, to make\nanother change, except as described below, and

Resignation and Termination of Servicer

Ford Credit may not resign as servicer unless it\nis legally unable to perform its servicing obligations. No resignation will become effective until a successor servicer has assumed Ford\nCredit's servicing obligations.

The servicer may be terminated if a servicer termination\nevent occurs. A \"servicer termination event\" is:

(1)

the servicer fails to make a payment, transfer or deposit, or to instruct the indenture trustee to make a payment, transfer or deposit,\non the required date, and that failure continues for five business days,

(2)

the servicer fails to observe or perform its other covenants or agreements, and the failure:

causes an amortization event or an event of default to occur, adversely affects\nthe amount or timing of payments to be made to the noteholders of any series or class or causes the net adjusted pool balance to be less\nthan the required pool balance, and

continues unremedied for 60 days after notice to the servicer by the indenture\ntrustee, or to the servicer and the indenture trustee by holders of 10% or more of the note balance of all affected series,

(3)

a representation made by the servicer in the sale and servicing agreement, or in any certificate delivered as required by the sale\nand servicing agreement, is later determined to have been incorrect when made and it:

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continues unremedied for 60 days after notice to the servicer by the indenture\ntrustee or to the servicer and the indenture trustee by noteholders of 10% or more of the note balance of all affected series,

(4)

the servicer assigns or delegates its obligations, except as permitted under the sale and servicing agreement, or

(5)

certain circumstances relating to a bankruptcy of the servicer.

A delay in or failure of performance referred to\nin clause (1) above for ten business days after the five-day cure period, or referred to in clause (2) or (3) for 60 business\ndays after the 60-day cure period, will not be a servicer termination event if the delay or failure could not be prevented by the exercise\nof reasonable diligence by the servicer and the delay or failure was caused by an act of god or other similar occurrence outside the reasonable\ncontrol of the servicer. If any of these events occur, the servicer must use all commercially reasonable efforts to perform its obligations\nin a timely manner and must notify the indenture trustee and the trust of its failure or delay, together with a description of its efforts\nto perform its obligations.

The servicer must notify the indenture trustee\nand the rating agencies of the occurrence of a servicer termination event within five business days of obtaining actual knowledge of the\nevent.

As long as a servicer termination event remains\nunremedied, the indenture trustee or a majority of all series may terminate the servicer.

Back-up Servicer

The back-up servicer will receive monthly receivables\ndata, confirm certain information on the monthly investor reports using a data dictionary of the terms used in Ford Credit's dealer floorplan\nreceivables system and review the servicer's operations once each calendar year (or once every three calendar years if the long-term,\nunsecured debt ratings of Ford Credit are at least \"BBB-\" from Standard & Poor's and \"Baa3\" from Moody's).\nIf the servicer resigns or is terminated, the back-up servicer will be the successor servicer.

As compensation for performing its obligations,\nthe trust will pay a fee to the back-up servicer and reimburse the back-up servicer for certain expenses in performing its obligations.

The servicer may terminate the back-up servicer\nif the back-up servicer breaches its representations and covenants, fails to perform its obligations, ceases to have a long-term debt\nrating of at least \"BBB-\" from Standard & Poor's or \"Baa3\" from Moody's, or becomes subject to a bankruptcy\nproceeding. The back-up servicer may not resign except on a determination that the performance of its obligations is no longer permissible\nunder law, or with the consent of the servicer. For the resignation or termination of the back-up servicer, the servicer will appoint\na successor back-up servicer that satisfies the eligibility criteria for a servicer under the sale and servicing agreement. No resignation\nor termination of the back-up servicer will become effective until a successor back-up servicer is in place that, where required by a\nrating agency, satisfies the rating agency condition for the rating agency.

The servicer may also terminate the back-up servicer,\nwithout being required to appoint a successor back-up servicer, if the long-term debt ratings of Ford Credit are at least \"BBB-\"\nfrom Standard & Poor's and \"Baa3\" from Moody's.

The back-up servicing agreement may be amended,\nwith prior notice to the rating agencies of each series, but without the consent of any noteholder, if the amendment will not cause an\namortization event or an event of default to occur or adversely affect the amount or timing of payments to be made to the noteholders\nof any series or class.

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Successor Servicer

If the servicer resigns or is terminated, the back-up\nservicer will be the successor servicer. If there is no back-up servicer in place at that time, the indenture trustee will be the successor\nservicer. In that event, the indenture trustee, acting at the direction of the noteholders, may appoint a successor servicer that satisfies\nthe eligibility criteria for a servicer under the sale and servicing agreements. A termination of the servicer will not be effective until\na successor servicer is appointed.

The servicer agrees to cooperate to effect a transition\nof servicing of the receivables to a successor servicer and make available its records for the dealer floorplan accounts and the receivables.\nThe servicer is not required to make available or license its proprietary servicing procedures, processes, models, software or other applications.

The indenture trustee will establish a \"back-up\nservicer reserve account\" and the servicer will deposit $200,000 in that account. If the back-up servicer becomes the successor servicer,\nthe trust will reimburse the back-up servicer for its reasonable expenses incurred in the transition of servicing of the receivables from\namounts in the back-up servicer reserve account. Transition expenses in excess of the amount in the back-up servicer reserve account will\nbe paid to the back-up servicer from interest collections allocable to each series. If there is no back-up servicer, the predecessor servicer\nwill reimburse the successor servicer for reasonable expenses incurred in the transition of servicing of the receivables to the successor\nservicer.

If the indenture trustee cannot appoint an eligible\nsuccessor servicer and the servicer cannot correct a servicer termination event, the depositors may purchase the receivables in the trust\non the next payment date at a price equal to the amounts stated for each series in the related indenture supplement.

If the servicer is in bankruptcy proceedings, the\ncourt may have the power to prevent either the indenture trustee or the noteholders from appointing a successor servicer.

Monthly\nReports

On or before the determination date in each month,\nthe servicer will prepare and deliver an investor report to the owner trustee, the indenture trustee, the depositors and the rating agencies.\nEach investor report will contain information about payments to be made on the Series 2026-3 notes on the payment date, the performance\nof the receivables during the prior month and the status of any credit enhancement. An officer of the servicer will certify the accuracy\nof the information in each investor report. The servicer may post each investor report on its website located at www.ford.com/finance/investor-center/asset-backed-securitization-details.\nThe investor report will contain the following information for each payment date:

the total amount of interest collections and principal collections available\nfor payment to all series,

the interest collections and principal collections allocated to the series,

the amount of interest, principal, accrued step-up amounts and make-whole\npayments payable and paid on the notes,

the fees and expenses payable to the indenture trustee, the owner trustee\nand the asset representations reviewer,

the principal balance of new receivables originated during the prior month\nunder the designated accounts,

the amount of defaulted receivables allocated to the series,

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the monthly payment rate,

the balance of the reserve account and the amount of any withdrawals from\nor deposits in the reserve account to be made on the payment date,

the balance of the excess funding account and any net deposits in or withdrawals\nfrom the excess funding account during the prior month,

reductions of the invested amount of the series and any reimbursements of\nprevious reductions of the invested amount,

the pool balance, the adjusted pool balance, the net adjusted pool balance,

the invested amount, the adjusted invested amount and the note balance of\nthe notes,

the available subordinated amount including the incremental subordinated amount\nand the required subordinated amount,

the amount of redesignated accounts or reassigned or repurchased receivables\nand any repurchase demand activity, and

whether the status trigger has occurred.

The investor report will also include the actual\npercentage of the aggregate principal amount of the notes of each series represented by the depositor amount, as described in \"Credit\nRisk Retention.\"

The servicer will\nuse the investor report to direct the indenture trustee on payments to be made to the Series 2026-3 noteholders on each payment date.\nThe indenture trustee will not be obligated to verify calculations made by the servicer. On each payment date, the indenture trustee,\nas paying agent, will forward the investor report to each Series 2026-3 noteholder of record or make the investor report available\nto noteholders through the indenture trustee's internet website, which is located at https://GCTInvestorreporting.bnymellon.com.

The servicer, on behalf of the trust, will file\na Form 10-D for the trust with the SEC within 15 days after each payment date, which will include the investor report for that payment\ndate and the following information, if applicable:

a description of the events that triggered a review of the review receivables\nby the asset representations reviewer during the prior month,

if the asset representations reviewer delivered its review report during the\nprior month, a summary of the report,

if the asset representations reviewer resigned or was removed, replaced or\nsubstituted, or if a new asset representations reviewer was appointed during the prior month, the identity and experience of the new asset\nrepresentations reviewer, the date the change occurred and the circumstances surrounding the change,

a statement that the trust received a request from a noteholder during the\nprior month to communicate with other noteholders, together with the date the request was received, the name of the requesting noteholder,\na statement that the requesting noteholder is interested in communicating with other noteholders about the possible exercise of rights\nunder the transaction documents and a description of the method by which the other noteholders may contact the requesting noteholder,\nand

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any material change in the depositor interest.

Annual\nCompliance Reports

The servicer will prepare or obtain a number of\nannual reports, statements or certificates for the trust. No later than 90 days after the end of the calendar year, the servicer will\nprovide to the depositors, the owner trustee, the indenture trustee and the rating agencies the following:

Compliance Certificate: a certificate stating that the servicer fulfilled\nall of its obligations under the sale and servicing agreements in all material respects throughout the prior calendar year or, if there\nwas a failure to fulfill any obligation in any material respect, stating the nature and status of each failure,

Assessment of Compliance: a report on an assessment of compliance with\nthe minimum servicing criteria about general servicing, cash collection and administration, investor payments and reporting and pool asset\nadministration during the prior calendar year for each series that is subject to Regulation AB under the Securities Act, including disclosure\nof a material instance of noncompliance identified by the servicer, and

Attestation Report: a report by a registered public accounting firm\nthat attests to, and reports on, the assessment made by the servicer of compliance with the minimum servicing criteria for each series\nthat is subject to Regulation AB under the Securities Act described above, which must be made according to standards for attestation engagements\nissued or adopted by the Public Company Accounting Oversight Board.

The servicer will file the compliance certificate,\nthe assessment report and the attestation report with the SEC as exhibits to the trust's annual report on Form 10-K within 90 days\nafter the end of the calendar year. A copy of these items may be obtained by any noteholder by request to the indenture trustee.

Transaction\nParties

The following descriptions of the transaction\nparties summarize parts of the transaction documents to which they are parties, including the trust agreement, the indenture and the indenture\nsupplement, the administration agreement and the asset representations review agreement, but are not complete descriptions of these agreements.\nFor more details about the transaction documents, you should read the transaction documents that are included as exhibits to the registration\nstatement filed with the SEC that includes this prospectus.

Depositors

The depositors of receivables to the trust are\nFord Credit Floorplan Corporation and Ford Credit Floorplan LLC. Each depositor met the registrant requirements of paragraph I.A.1 of\nthe General Instructions to Form SF-3 at the time the registration statement was filed and as of March 31, 2026.

Ford Credit Floorplan Corporation is a Delaware\ncorporation incorporated in February 1991. Ford Credit Floorplan LLC is a Delaware limited liability company organized in August 1997.\nEach is wholly-owned by Ford Credit. Each was formed for the limited purpose of purchasing receivables from Ford Credit and selling the\nreceivables to the trust for securitization transactions.

In connection with the offering of the notes, the\nchief executive officer of each depositor will make the certifications required under Regulation AB about this prospectus, the disclosures\nmade about the characteristics of the receivables and the structure of this securitization transaction, the risks of owning the notes\nand whether the securitization transaction will produce sufficient cash flows to make interest and principal payments on the notes when\ndue. This certification will be filed by each depositor with the SEC at the time of filing of this prospectus. The certification should\nnot be considered to reduce or eliminate the risks of investing in the notes.

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Each depositor will make representations about\nthe characteristics of the receivables and the related designated accounts. If any of these representations prove to have been untrue\nwhen made and the breach has a material adverse effect on a receivable, that depositor must repurchase the receivable unless it corrects\nthe breach in all material respects before the date it is required to repurchase the receivable. In addition, the depositors must enforce\nFord Credit's repurchase obligation described in \"Trust Property — Obligation to Repurchase of Receivables.\" In\naddition, each depositor will represent that it owns the receivables free of liens or claims.

The depositors will:

be responsible for filing any required income tax or franchise tax returns\nfor the trust and for filing and maintaining the effectiveness of the financing statements that perfect the trust's security interest\nin the receivables and other trust property,

pay the administrator's annual fees,

indemnify the owner trustee for liabilities and damages resulting from the\nowner trustee's performance of its obligations under the trust agreement unless resulting from the willful misconduct, bad faith or negligence\n(other than errors in judgment) of the owner trustee or the breach of representations made by the owner trustee in the trust agreement,\n

reimburse the expenses of the owner trustee or the indenture trustee if they\nresign or are removed, if those expenses are not paid by the trust, and

indemnify the underwriters for certain liabilities as described in \"Underwriting.\"

The depositors will initially retain the Class C\nand Class D notes. Any retained notes may be sold by the depositors in private placements or other non-registered offerings and will\nnot be offered by this prospectus.

Issuing Entity

The issuing entity for Series 2026-3 is Ford\nCredit Floorplan Master Owner Trust A, a Delaware statutory trust. The trust's fiscal year is the calendar year.

The trust is a master trust structured to issue\nnotes in series. Each series will consist of one or more classes, which may be issued at the same time or at different times.

The purposes of the trust are to:

acquire and hold the receivables and other trust property,

issue notes in series and pledge the trust property to the indenture trustee\nto secure payments on the notes,

make payments on each series, and

engage in any other related activities to accomplish these purposes.

The trust may not engage in other activities and\nmay not invest in other securities or make loans to anyone.

The depositors and the owner trustee may amend\nthe trust agreement, without the consent of the noteholders, if the depositors provide an officer's certificate that the amendment will\nnot have a material

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adverse effect on the notes. If no officer's certificate is delivered,\nthe amendment will require the consent of a majority of each series.

The trust may not dissolve, merge with or sell\nsubstantially all its assets to anyone or impair the first priority lien of the indenture trustee in the trust property except as permitted\nby the transaction documents.

The depositors and the servicer will indemnify\nthe trust for liabilities and damages resulting from the depositors' or the servicer's willful misconduct, bad faith or negligence in\nthe performance of its obligations under the sale and servicing agreements.

The trust is a master trust that issues notes in\nseries. On the closing date, the trust will issue the notes. The trust has issued other series of notes, each of which is also secured\nby the assets of the trust. The material terms of each series of notes are summarized in Annex A to this prospectus. Some series issued\nby the trust are \"variable funding notes,\" the principal amount of which may be increased or decreased periodically at the discretion\nof the depositors. The following table shows the expected capitalization of the trust on the closing date, after issuance of the notes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Principal\n Amount
Series 2006-1	$	2,150,000,000	⁽¹⁾
Series 2018-4		807,334,000
Series 2024-1		1,093,750,000
Series 2024-2		518,092,000
Series 2024-3		1,151,317,000
Series 2024-4		575,658,000
Series 2025-1		1,439,144,000
Series 2025-2		1,151,317,000
Series 2026-1		1,151,317,000
Series 2026-2		575,658,000
Series 2026-3		690,789,000
Series 2026-4		460,526,000
Total	$	11,764,902,000
\n\n\n\n\n (1) Subject\n to increase or decrease, as set forth in Annex A.

Administrator

Ford Credit is the administrator of the trust under\nan administration agreement.

The administrator's main obligations will be to\nprovide notices on behalf of the trust and perform all administrative obligations of the trust under the transaction documents, including\nto:

obtain and maintain the trust's qualification to do business where necessary,\n

notify the rating agencies for each series and the indenture trustee of events\nof default,

prepare and file reports with the SEC,

cause the servicer to perform its obligations under the sale and servicing\nagreements, and

cause the indenture trustee to notify the noteholders of the redemption of\ntheir notes.

The depositors will pay the administrator an annual\nadministration fee.

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The administrator will indemnify the owner trustee\nand the indenture trustee for liabilities and damages resulting from the performance of their obligations under the transaction documents\nunless resulting from their willful misconduct, bad faith or negligence (other than errors in judgment) or breach of their representations\nin the transaction documents.

The administrator may resign at any time by giving\n60 days' notice to the trust, the indenture trustee and the owner trustee. The owner trustee, with the consent of a majority of each series,\nmay remove the administrator if (a) the administrator fails to perform in any material respect its obligations, which continues for\n15 days after the administrator receives notice of the failure from the trust, the owner trustee or the indenture trustee or (b) an\ninsolvency event of the administrator occurs. No resignation or removal of the administrator will become effective until a successor administrator\nis in place. No resignation or termination of the administrator will become effective until a successor administrator is in place.

Owner Trustee

U.S. Bank Trust National Association, or (“U.S.\nBank Trust,”) will act as the “owner trustee” under the trust agreement. U.S. Bank Trust is a national banking association\nand a wholly owned subsidiary of U.S. Bank National Association, or (“U.S. Bank,”) the fifth largest commercial bank in the\nUnited States. U.S. Bancorp, with total assets exceeding $725 billion as of June 30, 2026, is the parent company of U.S. Bank. As\nof June 30, 2026, U.S. Bancorp operated over 2,000 branch offices in 26 states. A network of specialized U.S. Bancorp offices across\nthe nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to\nconsumers, businesses, and institutions.

U.S. Bank Trust has provided owner trustee services\nsince the year 2000. As of June 30, 2026, U.S. Bank Trust was acting as owner trustee with respect to over 1,200 issuances of securities.\nThis portfolio includes mortgage-backed and asset-backed securities. U.S. Bank Trust has acted as owner trustee of auto-backed securities\nsince 2000. As of June 30, 2026, U.S. Bank Trust was acting as owner trustee on 122 issuances of auto-backed securities.

The owner trustee's main obligations will be to:

maintain an account for the benefit of the depositors, and

execute documents on behalf of the trust.

The owner trustee will not be liable for any action,\nomission or error in judgment, except for its own willful misconduct, bad faith or negligence. The owner trustee will not be required\nto exercise any of its rights or powers under the transaction documents or to start, conduct or defend any legal proceedings on behalf\nof the trust at the direction of the depositors unless the depositors have offered reasonable security or indemnity satisfactory to the\nowner trustee to protect it against the costs and expenses that it may incur in complying with the direction.

The depositors and the administrator will indemnify\nthe owner trustee for liabilities and damages resulting from the owner trustee's performance of its obligations under the trust agreement\nunless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the owner trustee or the breach\nof representations made by the owner trustee in the trust agreement. The servicer will indemnify the owner trustee for liabilities and\ndamages resulting from the servicer's willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of\nits obligations as servicer. Each depositor will indemnify the owner trustee for all liabilities and damages resulting from the depositor's\nwillful misconduct, bad faith or negligence in the performance of its obligations under the transaction documents.

The trust will pay the acceptance fees and annual\nfees of the owner trustee, reimburse the owner trustee for expenses incurred in performing its obligations, and pay other indemnities\nto the owner trustee and not paid by the depositors or the administrator. The trust will pay these amounts to the owner trustee

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on each payment date, along with similar amounts owed to the indenture\ntrustee and the asset representations reviewer and expenses incurred by the trust under the transaction documents, up to the limit of\n$375,000 per year, after the trust makes interest payments on the notes but before the trust makes other payments. The trust will pay\nany of these amounts in excess of the limit only after all other fees and expenses of the trust, and all required interest and principal\npayments on the notes and after any required deposits in the reserve account are made.

The owner trustee may resign at any time by notifying\nthe depositors and the administrator. The administrator may remove the owner trustee at any time and for any reason, and must remove the\nowner trustee if the owner trustee becomes legally unable to act as owner trustee, becomes subject to a bankruptcy or is no longer eligible\nto act as owner trustee under the trust agreement because of changes in its legal status, financial condition or ratings. No resignation\nor removal of the owner trustee will be effective until a successor owner trustee is in place. If not paid by the trust, the depositors\nwill reimburse the owner trustee and the successor owner trustee for the expenses for replacement of the owner trustee.

The trust agreement will terminate on:

the occurrence of the trust termination date stated in the trust agreement,\nand

at the option of the depositors, the day after all rights of all series to\nreceive payments from the trust have terminated.

On termination of the trust agreement, any remaining\ntrust property will be distributed to the depositors and the trust will be terminated.

Indenture Trustee

The Bank of New York\nMellon, a New York banking corporation, is the \"indenture trustee\" under the indenture. Its principal corporate trust\noffice is located at 240 Greenwich Street, New York, New York 10286. The Bank of New York Mellon has been, and currently is, serving as\nindenture trustee and trustee for numerous securitization transactions and programs involving pools of auto receivables. The Bank of New\nYork Mellon is one of the largest corporate trust providers of trust services on securitization transactions.

The indenture trustee's main obligations will be\nto:

hold the security interest in the receivables and other trust property on\nbehalf of the noteholders,

administer the trust's bank accounts,

enforce remedies after an event of default and acceleration of the notes,

act as note registrar to maintain a record of noteholders and provide for\nthe registration, transfer, exchange and replacement of notes,

act as note paying agent to make payments from the trust's bank accounts to\nthe noteholders and others; and

notify the noteholders of an event of default.

Except in limited circumstances, if a responsible\nperson of the indenture trustee knows of an event that with notice or the lapse of time or both would become an event of default, it must\nprovide written notice to the noteholders within 90 days. If a responsible person of the indenture trustee knows of an event of default,\nit must notify all noteholders within five business days. If the notes have been accelerated, the indenture trustee may, and at the direction\nof a majority of each series must, start

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proceedings for the collection of amounts payable on the notes and enforce\nany judgment obtained, start foreclosure proceedings and, in some circumstances, sell the trust property allocable to the affected series.

The indenture trustee's obligations and standard\nof care change depending on whether an event of default has occurred. Before an event of default, the indenture trustee is only required\nto perform the obligations stated in the indenture or the indenture supplement and will not have any implied obligations and will not\nbe liable for any action, omission or error in judgment, except for its own willful misconduct, negligent action or negligent failure\nto act. After an event of default, the indenture trustee must exercise its rights and powers under the indenture and each indenture supplement\nusing the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs.\nHowever, the indenture trustee will not be liable in any event for special, indirect or consequential loss or damage. After an event of\ndefault, the indenture trustee may assert claims on behalf of the trust and the noteholders against the depositors and Ford Credit.

For a description of the rights and obligations\nof the indenture trustee after an event of default and on acceleration of the notes, you should read \"Description of the Notes —\nEvents of Default and Acceleration.\"

The indenture trustee must mail an annual report\nto the noteholders if events stated in the Trust Indenture Act have occurred during the prior calendar year, including a change to the\nindenture trustee's eligibility under the Trust Indenture Act, a conflict of interest under the Trust Indenture Act, a release of trust\nproperty from the lien of the indenture and any action taken by the indenture trustee that has a material adverse effect on the notes.

The indenture trustee will not be required to exercise\nits rights or powers, spend or risk its own funds or incur financial liability in the performance of its obligations if it reasonably\nbelieves that it is not likely to be repaid or indemnified by the trust. The indenture trustee also will not be required to take action\nin response to requests or directions of the noteholders, other than requests, demands or directions relating to an asset representations\nreview, unless the noteholders have offered reasonable security or indemnity satisfactory to the indenture trustee to protect it against\nthe costs and expenses that it may incur in complying with the request or direction.

The trust and the administrator will indemnify\nthe indenture trustee for liabilities and damages resulting from the indenture trustee's performance of its obligations under the indenture\nand each indenture supplement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of\nthe indenture trustee or the breach of representations made by the indenture trustee in the indenture or an indenture supplement. The\nservicer will indemnify the indenture trustee for damages resulting from the servicer's willful misconduct, bad faith or negligence in\nthe performance of its obligations as servicer. Each depositor will indemnify the indenture trustee for all liabilities and damages resulting\nfrom the depositor's willful misconduct, bad faith or negligence in the performance of its obligations under the transaction documents.

The trust will pay the acceptance fees and annual\nfees of the indenture trustee, reimburse the indenture trustee for expenses incurred in performing its obligations, and pay any indemnities\ndue to the indenture trustee, to the extent those amounts are not paid or reimbursed by the depositors or the administrator. The trust\nwill pay these amounts to the indenture trustee on each payment date, along with similar amounts owed to the owner trustee and the asset\nrepresentations reviewer and expenses incurred by the trust under the transaction documents, up to the limit of $375,000 per year, after\nthe trust makes interest payments on the notes but before the trust makes any other payments. The trust will pay any of these amounts\nin excess of the limit only after paying in full on that payment date all other fees and expenses of the trust, and all required interest\nand principal payments on the notes and after any required deposits in the reserve account have been made.

Under the Trust Indenture Act, the indenture trustee\nmay be considered to have a conflict of interest and be required to resign as indenture trustee for the notes or any class of notes if\na default occurs under

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the indenture. In these circumstances, separate successor indenture\ntrustees will be appointed for each class of notes.

The indenture trustee may resign at any time by\nnotifying the trust. A majority of each series may remove the indenture trustee at any time and for any reason by notifying the indenture\ntrustee and the trust. The trust must remove the indenture trustee if the indenture trustee becomes legally unable to act as indenture\ntrustee, becomes subject to a bankruptcy or is no longer eligible to act as indenture trustee under the indenture or any indenture supplement\nbecause of changes in its legal status, financial condition or ratings. No resignation or removal of the indenture trustee will be effective\nuntil a successor indenture trustee is in place. If not paid by the trust, the depositors will pay the indenture trustee and the successor\nindenture trustee for any expenses for replacement of the indenture trustee.

Back-up Servicer

Computershare Trust Company, as successor in interest\nto Wells Fargo Bank, N.A., or “Wells Fargo Bank,” will act as “back-up servicer” under the back-up servicing agreement.\nComputershare Trust Company is a national banking association and a wholly-owned subsidiary of Computershare Limited, an Australian financial\nservices company with approximately $4.9 billion in assets as of June 30, 2026. Computershare Limited and its affiliates have been\nengaging in financial service activities, including stock transfer related services, since 1997, and corporate trust related services\nsince 2000. Computershare Trust Company provides corporate trust, custody, securities transfer, cash management, investment management\nand other financial and fiduciary services, and has been engaged in providing financial services, including corporate trust services,\nsince 2000. The transaction parties may maintain commercial relationships with Computershare Trust Company and its affiliates. Computershare\nTrust Company maintains corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations), and\nits office for correspondence purposes (including in its capacity as back-up servicer) is located at 1505 Energy Park Drive, St. Paul,\nMinnesota 55108.

On November 1, 2021, Wells Fargo Bank and\nWells Fargo Delaware Trust Company, N.A., or together, “Wells Fargo,” sold substantially all of Wells Fargo’s Corporate\nTrust Services, or “CTS,” business to Computershare Trust Company, Computershare Delaware Trust Company, and Computershare\nLimited, or collectively, “Computershare.” Virtually all CTS employees of Wells Fargo, along with most existing CTS systems,\ntechnology, and offices transferred to Computershare as part of the sale. On April 3, 2023, Wells Fargo Bank formally transferred\nits role as back-up servicer under the back-up servicing agreement, and the duties, rights and obligations of its role as back-up servicer\nto Computershare Trust Company. On and after November 1, 2021, Wells Fargo has been transferring, its roles, duties, rights, and\nliabilities under other transactions in its CTS business to Computershare. For any transaction where the roles of Wells Fargo have not\nyet transferred to Computershare, Computershare, as of November 1, 2021 performs all or virtually all of the obligations of Wells\nFargo as its agent as of such date.

With its acquisition of the CTS business from Wells\nFargo Bank on November 1, 2021, Computershare Trust Company acquired a business that has been engaged in the business of back-up\nservicing since 1993. As of June 30, 2026, Computershare Trust Company was acting in some cases as the back-up servicer, and in most\ncases as agent for the back-up servicer, for approximately 456 asset-backed securities transactions with an aggregate outstanding collateral\nbalance of approximately $150 billion (USD).

For more information\nabout the back-up servicer, you should read \"Servicing — Back-up Servicer.\"

Asset Representations Reviewer

Clayton Fixed Income\nServices LLC, a Delaware limited liability company, or \"Clayton,\" will act as the \"asset representations reviewer\"\nunder the asset representations review agreement. Clayton is a wholly-owned subsidiary of Covius Services, LLC. Clayton and its affiliates\nhave provided independent due diligence loan review and servicer oversight services since 1989. Clayton has been engaged as the

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asset representations reviewer on more than 850 auto and equipment loan,\nlease and dealer floorplan and credit card securitization transactions since 2015.

Clayton and its affiliates are leading providers\nof targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance\nwith representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. Clayton and its\naffiliates have performed over 17 million loan reviews and provided ongoing oversight on over $2 trillion of securitization transactions\non behalf of investors, sponsors, issuers and originators, including government sponsored enterprises and other governmental agencies.\nThese services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although\nClayton and its affiliates have also performed these services for transactions involving auto loans, equipment leases, credit cards, commercial\nmortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

The asset representations reviewer is an \"eligible\nasset representations reviewer,\" meaning that (i) it is not affiliated with the sponsor, the depositors, the servicer, the indenture\ntrustee, the owner trustee or any of their affiliates and (ii) neither it nor any of its affiliates has been hired by the sponsor\nor the underwriters to perform pre-closing due diligence work on the receivables. For so long as the notes remain outstanding, the asset\nrepresentations reviewer must be an eligible asset representations reviewer.

The asset representations reviewer's main obligations\nwill be to:

review each review receivable after receipt of a review notice from the indenture\ntrustee, and

provide a report on the results of the review to the sponsor, the depositors,\nthe trust, the servicer and the indenture trustee.

For a description of the review to be performed\nby the asset representations reviewer, you should read \"Trust Property — Asset Representations Review.\"

The asset representations reviewer is not responsible\nfor (a) reviewing the accounts and receivables for compliance with the representations under the transaction documents, except in\nconnection with a review under the asset representations review agreement or (b) determining whether noncompliance with any representation\nis a breach of the transaction documents or if any receivable is required to be repurchased.

The asset representations reviewer will not be\nliable for any action, omission or error in judgment, except for its own willful misconduct, bad faith or negligence. However, the asset\nrepresentations reviewer will not be liable in any event for special, indirect or consequential loss or damage. The asset representations\nreviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance or breach\nof any representation made about the receivables.

The trust will indemnify the asset representations\nreviewer for liabilities and damages resulting from the asset representations reviewer's performance of its obligations under the asset\nrepresentations review agreement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment)\nof the asset representations reviewer or the breach of representations made by the asset representations reviewer in the asset representations\nreview agreement.

The trust will pay the annual fees and review fees\nof the asset representations reviewer, reimburse the asset representations reviewer for their reasonable travel expenses for a review\nand pay any indemnities due to the asset representations reviewer, to the extent those amounts are not paid or reimbursed by the administrator.\nThese amounts will be allocated to Series 2026-3 and each other applicable series pro rata, and the trust will pay the amounts allocable\nto Series 2026-3 to the asset representations reviewer on each payment date, along with similar amounts owed to the indenture trustee\nand the owner trustee and expenses incurred by the trust under the transaction documents, up to the limit

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of $375,000 per year, after the trust makes interest payments on the\nnotes but before the trust makes other payments. The trust will pay any of these amounts in excess of the limit only after paying in full\non that payment date all other fees and expenses of the trust, and all required interest and principal payments on the notes and after\nany required deposits in the reserve account have been made.

The asset representations reviewer may not resign,\nunless it becomes legally unable to perform its obligations as asset representations reviewer. The trust may remove the asset representations\nreviewer if the asset representations reviewer (a) ceases to be an eligible asset representations reviewer, (b) breaches of\nany of its representations, warranties, covenants or obligations or (c) becomes subject to a bankruptcy. No resignation or removal\nof the asset representations reviewer will be effective until a successor asset representations reviewer who is an eligible asset representations\nreviewer is in place. The asset representations reviewer will pay the expenses of transitioning the asset representations reviewer's obligations\nto the successor asset representations reviewer.

Affiliations\nand Related Transactions

Ford Credit is the sponsor of the securitization\ntransaction in which Series 2026-3 will be issued, the originator of the receivables that are being securitized and the servicer\nof the receivables. As the sponsor, Ford Credit has caused the depositors to be formed for purposes of participating in securitization\ntransactions. Each depositor is a wholly-owned subsidiary of Ford Credit. Ford Credit has caused the depositors to form the trust that\nis the issuing entity for the series. The depositors are the sole beneficiaries of the trust and the holders of the depositor interest\nin the trust.

In the ordinary course of business from time to\ntime, Ford Credit and its affiliates have business relationships and agreements with the owner trustee, the indenture trustee and the\nasset representations reviewer and their affiliates, including commercial banking and corporate trust services, committed credit facilities,\nunderwriting agreements, hedging agreements, investment and financial advisory services, due diligence services and securitization services,\nall on arm's length terms and conditions.

Transaction\nFees and Expenses

The following table shows the amount or formula\nfor the fees payable by the trust out of the collections allocated to Series 2026-3. The fees of the indenture trustee, the owner\ntrustee and the asset representations reviewer may be paid monthly, annually or on another schedule as agreed by the administrator and\nthe indenture trustee, the owner trustee and the asset representations reviewer. To the extent these fees have not been paid by the servicer\nor the administrator, they will be paid on each payment date from available investor interest collections, in the order of priority described\nin \"Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.\"

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Fee	Amount
Indenture trustee acceptance fee\t	$2,500 on closing of the transaction
Indenture trustee annual fee\t	$4,000 each year
Owner trustee acceptance fee\t	$2,500 on closing of the transaction
Owner trustee annual fee\t	$3,500 each year
Asset representations reviewer annual fee\t	Up to $40,000 each year, allocated to Series 2026-3 and each other applicable series pro rata
Asset representations reviewer review fee\t	Up to $200 for each review receivable on completion of a review, allocated to Series 2026-3 and each other applicable series pro rata
Servicing fee\t	1/12 of 1.00% of the portion of the receivables allocated to Series 2026-3 for this purpose
Back-up servicing fee\t	1/12 of 0.0065% of the portion of the receivables allocated to Series 2026-3 for this purpose

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The indenture trustee acceptance fee and the owner\ntrustee acceptance fee are one-time fees payable to the indenture trustee and the owner trustee on closing of the transaction in consideration\nof their acceptance of their obligations under the transaction documents. The indenture trustee annual fee will be paid to the indenture\ntrustee for performance of its obligations under the indenture. The owner trustee annual fee will be paid to the owner trustee for performance\nof its obligations under the trust agreement. The asset representations reviewer annual fee will be paid to the asset representations\nreviewer in consideration of its obligation to perform the asset representations reviewer's obligations under the asset representations\nreview agreement. The asset representations reviewer review fee will be paid to the asset representations reviewer on completion of a\nreview for its performance of the review.

The trust will pay and reimburse the indenture\ntrustee and the owner trustee for their fees and reasonable out-of-pocket expenses incurred under the indenture and the trust agreement\nand the asset representations reviewer for its reasonable out-of-pocket travel expenses for a review under the asset representations review\nagreement, each to the extent not paid by the servicer or the administrator. The asset representations reviewer will be responsible for\nits own expenses under the asset representations review agreement. The trust also will pay any indemnities owed to the indenture trustee,\nthe owner trustee or the asset representations reviewer if not paid by the servicer or the administrator. For information about indemnities\nof the indenture trustee, the owner trustee and the asset representations reviewer, you should read \"Transaction Parties —\nIndenture Trustee,\" \"Transaction Parties — Owner Trustee\" and \"Transaction Parties — Asset Representations\nReviewer.\"

The servicing fee will be paid to the servicer\nfor the servicing of the receivables under the sale and servicing agreements. The servicer is required to pay all expenses incurred by\nit in connection with its servicing activities under the sale and servicing agreements. The back-up servicing fee will be paid to the\nback-up servicer for performing its obligations under the back-up servicing agreement.

Use of\nProceeds

On the closing date, the trust will issue the notes\nto the depositors in exchange for a corresponding decrease in the depositor interest, and the depositors will sell the offered notes to\nthe underwriters as described under “Underwriting.” The net proceeds from the sale of the offered notes issued on the\nclosing date will be distributed by the depositors to Ford Credit in respect of its equity interests in the depositors. Ford Credit will\nuse the proceeds of this distribution for general corporate purposes. No expenses were incurred in connection with the selection or acquisition\nof receivables for this securitization transaction.

Legal\nProceedings

There are no legal proceedings pending or known\nto be contemplated by any governmental authorities against the sponsor, the depositors, the owner trustee, the indenture trustee, the\ntrust or the servicer, or of which any of their property is subject, that are material to noteholders.

Important\nLegal Considerations

Sale of Receivables

Ford will sell the in-transit receivables to Ford\nCredit. Ford Credit will sell the receivables to the depositors, and the depositors will in turn sell the receivables to the trust. Each\ndepositor will represent on each closing date, that:

its transfer to the trust is a valid sale and assignment to the trust of the\nreceivables, and

under the UCC, the trust has:

—

a valid and enforceable first priority perfected ownership interest in the receivables, in existence at the time the receivables are\nsold and assigned to the trust or at the date of addition of any additional accounts, and

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—

a valid and enforceable first priority perfected ownership interest in the receivables created thereafter, in existence at and after\ntheir creation.

For a discussion\nof the trust's rights arising from these representations not being satisfied, you should read \"Trust Property — Representations\nAbout Receivables.\"

Ford Credit and each depositor will represent that\nthe receivables are tangible \"chattel paper,\" \"accounts,\" \"payment intangibles\" or \"general intangibles\"\nfor purposes of the UCC. To the extent the receivables are:

tangible chattel paper, accounts or payment intangibles and the sale of the\nreceivables by Ford Credit to the depositors or by the depositors to the trust is a sale or creates a security interest, or

general intangibles and the sale of the receivables by Ford Credit to the\ndepositors or by the depositors to the trust creates a security interest,

then the UCC will apply. To perfect its interest in accounts or general\nintangibles, the transferee must file appropriate financing statements, and to perfect its interest in tangible chattel paper, the transferee\nmust either file appropriate financing statements or take possession. Each of Ford Credit, the depositors and the trust will file financing\nstatements covering the receivables under the UCC to perfect their interests in the receivables and they will file continuation statements\nas required to continue the perfection of their interests. However, the in-transit receivables will not be stamped to indicate the interest\nof Ford Credit, and the receivables will not be stamped to indicate the interest of the depositors or the trustee.

Under the UCC and federal law, there are limited\ncircumstances in which prior or later transferees of receivables could have an interest that has priority over the trust's interest in\nthe receivables. A purchaser of the receivables who gives new value and takes possession of the instruments which evidence the receivables\n(i.e., the tangible chattel paper) in the ordinary course of business may, under certain circumstances, have priority over the\ninterest of the trust in the receivables. A tax or other government lien on property of Ford or Ford Credit or the depositors that was\nexisting before the time a receivable is conveyed to the trust may also have priority over the interest of the trust in that receivable.\nFord will represent to Ford Credit, Ford Credit will represent to the depositors, and the depositors will represent to the trust, that\nthe receivables have been sold free and clear of the lien of any third party. Ford, Ford Credit and the depositors will also covenant\nthat they will not sell or pledge any receivable to any person other than to the trust. In addition, so long as Ford Credit is the servicer,\ncollections on the receivables may, under certain circumstances, be commingled with Ford Credit's own funds before each payment date and,\nif there is a bankruptcy of Ford Credit, the trust may not have a perfected interest in these collections.

Bankruptcy Considerations

Sale of Receivables.\nThe sale of the in-transit receivables by Ford to Ford Credit and of the receivables by Ford Credit to the depositors will each be structured\nto minimize the possibility that a bankruptcy proceeding of Ford or Ford Credit will adversely affect the trust's rights in the receivables.\nFord and Ford Credit intend that the sale of the in-transit receivables by Ford to Ford Credit be a \"true sale\" and Ford Credit\nand the depositors intend that the sale of the receivables by Ford Credit to the depositors be a \"true sale.\" In the sale and\nassignment agreement, Ford represented that its sale of the in-transit receivables to Ford Credit is a valid sale. Similarly, in each\nreceivables purchase agreement, Ford Credit will represent that its sale of the receivables to the related depositor is a valid sale.\nThe depositors will have no recourse to Ford or Ford Credit other than the limited obligation to repurchase receivables for breaches of\nrepresentations. Additionally, all actions required under law to perfect the depositors' ownership interest in the receivables will be\ntaken.

On the closing date for a series, the depositors\nwill receive a reasoned legal opinion that in a bankruptcy of Ford or Ford Credit:

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the in-transit receivables and the collections on the in-transit receivables\nwould not be property of Ford's bankruptcy estate under U.S. federal bankruptcy laws,

the receivables and the collections on the receivables would not be property\nof Ford Credit's bankruptcy estate under U.S. federal bankruptcy laws, and

the automatic stay under U.S. federal bankruptcy laws would not apply to prevent\npayment of the collections on the receivables to the depositors or the trust.

This opinion will be subject to assumptions and\nqualifications and a court in a Ford Credit bankruptcy proceeding may not reach the same conclusion.

Nonetheless, if Ford or Ford Credit were to become\na debtor in a bankruptcy proceeding and a bankruptcy trustee, debtor-in-possession or creditor were to take the position that the sale\nof in-transit receivables from Ford to Ford Credit or the sale of the receivables from Ford Credit to the depositors should be recharacterized\nas a pledge of the in-transit receivables or the receivables, to secure a borrowing, then delays in payments of collections on the receivables\ncould occur. Moreover, if the bankruptcy court were to rule in favor of the bankruptcy trustee, debtor-in-possession or creditor,\nreductions in the amount of payments of collections on the receivables could result.

Structure of\nDepositors; Risk of Substantive Consolidation. Each depositor is organized as a special purpose entity and is restricted\nby its organizational documents to activities designed to make it \"bankruptcy-remote.\" These restrictions limit the nature of\nits activities, prohibit the incurrence of additional indebtedness and make it unlikely that a depositor will have any creditors. The\nrelated organizational documents restrict each depositor from starting a voluntary bankruptcy proceeding without the unanimous consent\nof its board of managers or directors, including independent managers or directors who are specifically instructed to take into account\nthe interests of creditors of the depositor and the trust in any vote to allow the depositor to file for bankruptcy. The related organizational\ndocuments also contain covenants meant to maintain the separate identity of each depositor from Ford Credit and to avoid substantive consolidation\nof Ford Credit and a depositor. The most important of these covenants require each entity to maintain its separate existence, maintain\nseparate books and bank accounts, prepare separate financial statements, not hold itself out as liable for debts of the other and not\ncommingle a depositor's assets with the assets of Ford Credit or its affiliates. These restrictions and covenants may not be amended without\nthe consent of the entire board of directors or managers, including the independent directors or managers, and satisfaction of the rating\nagency condition.

In addition, in the transaction documents, the\nowner trustee, the indenture trustee and the noteholders will agree not to start or pursue a bankruptcy proceeding against any depositor\nin connection with any obligations under the notes or the transaction documents.

On the closing date for a series, Ford Credit and\nthe depositors will obtain a reasoned legal opinion that in a bankruptcy of Ford Credit, a creditor or bankruptcy trustee, debtor-in-possession\nor creditor of Ford Credit (or Ford Credit as debtor-in-possession) would not have valid grounds to request a court to disregard the separate\nlegal existence of a depositor so as to cause substantive consolidation of the assets and liabilities of a depositor with the assets and\nliabilities of Ford Credit in a manner prejudicial to the noteholders. This opinion will be subject to certain assumptions and qualifications,\nincluding an assumption that each depositor and Ford Credit comply with the related depositor's organizational documents. However, a court\nin a Ford Credit bankruptcy proceeding may not reach the same conclusion. If the separate legal existence of Ford Credit and a depositor\nwere disregarded and the assets and liabilities of Ford Credit and a depositor were consolidated, assets of that depositor could be used\nto satisfy Ford Credit's creditors instead of the noteholders or the trust. This consolidation of assets and liabilities generally is\nreferred to as \"substantive consolidation.\"

Sale of Receivables\nby Depositors to Trust; Perfection of Security Interests. The transfer of the receivables by the depositors to the trust\nwill be structured as a valid sale. Unlike the sale by Ford Credit to the depositors, each depositor initially will retain an interest\nin the receivables it sells in the form of a

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depositor interest in the trust. Because of this retained interest,\nthis sale may not be a \"true sale\" that removes the receivables from the bankruptcy estate of the related depositor. Each depositor\nwill grant a back-up security interest in the receivables to the trust and will file UCC financing statements to perfect the trust's ownership\ninterest and security interest in the receivables. The trust agreement contains terms similar to those in each depositor's organizational\ndocuments designed to make it \"bankruptcy-remote\" by limiting the trust's activities and requiring creditors to agree not to\nstart a bankruptcy proceeding against the trust.

Assuming that the sale of the receivables by Ford\nCredit to the depositors is a \"true sale,\" no depositor is consolidated with Ford Credit in a bankruptcy of Ford Credit and\nno depositor is in bankruptcy, the trust's perfected security interest in the receivables generally will provide the trust with uninterrupted\naccess to collections on the receivables (other than any collections held by Ford Credit as servicer at the time a bankruptcy proceeding\nis begun). The trust will grant a security interest in the receivables and other trust property to the indenture trustee for the benefit\nof the noteholders, and the administrator will file UCC financing statements to perfect and maintain the perfection of the security interest.

Bankruptcy\nProceedings of Ford Credit, Depositors or Servicer. No depositor intends to start, and Ford Credit will agree that\nit will not cause any depositor to start, a voluntary bankruptcy proceeding while the depositor is solvent.

If Ford Credit or a depositor were to become a\ndebtor in a bankruptcy proceeding that caused an amortization event to occur:

the sale of new receivables to that depositor would be prohibited under the\nrelated receivables purchase agreement, and

only collections on receivables previously sold to that depositor and sold\nto the trust would be available to pay interest and principal on the notes.

The bankruptcy of the servicer will be a servicer\ntermination event which, in turn, will result in an amortization event. If no other servicer termination event other than a bankruptcy\nexists, a trustee-in-bankruptcy of the servicer, or the servicer as debtor-in-possession, may have the power to prevent either the indenture\ntrustee or the noteholders from terminating the servicer, appointing a successor servicer or to reject, assume or modify the contracts\nto which the servicer is party if the requisite approvals of the bankruptcy court or creditors are obtained.

Payments made by Ford Credit or a depositor to\nrepurchase receivables under the related sale and servicing agreement may be recoverable by Ford Credit or that depositor, as debtor-in-possession,\nor by a creditor or a trustee-in-bankruptcy of Ford Credit or of that depositor as a preferential transfer from Ford Credit or that depositor\nif the payments were made within one year before the filing of a bankruptcy proceeding against Ford Credit.

The Dodd-Frank Act

Orderly Liquidation\nAuthority. The Dodd-Frank Act established the Orderly Liquidation Authority, or \"OLA,\" under which the Federal\nDeposit Insurance Corporation, or \"FDIC,\" is authorized to act as receiver of a financial company and its subsidiaries. OLA\ndiffers from U.S. federal bankruptcy laws in several ways. In addition, because the legislation remains subject to clarification through\nFDIC regulations and has yet to be applied by the FDIC in a receivership, it is unclear what impact OLA will have on a particular company,\nincluding Ford Credit, the depositors, the trust, or their respective creditors.

Potential Applicability\nto Ford Credit, the Depositors and the Trust. It is not clear which companies will be subject to OLA rather than the U.S.\nfederal bankruptcy laws. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of\nthe United

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States) must determine that (a) the company is in default or in\ndanger of default, (b) the failure of the company and its resolution under the U.S. federal bankruptcy laws would have serious adverse\neffects on financial stability in the United States, (c) no viable private sector alternative is available to prevent the default\nof the company and (d) an OLA proceeding would mitigate these effects. It is not clear whether OLA would be applied to Ford Credit,\nalthough it is expected that OLA will be used only very rarely. The depositors or the trust could, under some circumstances, also be subject\nto OLA.

FDIC's Avoidance\nPower Under OLA. The parts of OLA relating to preferential transfers differ from those of the U.S. federal bankruptcy laws.\nIf Ford Credit were to become subject to OLA, there is an interpretation under OLA that previous transfers of receivables by Ford Credit\nperfected for purposes of state law and the U.S. federal bankruptcy laws could nevertheless be avoided by the FDIC as preferential transfers.\nIn this case, the receivables securing the notes could be reclaimed by the FDIC and the noteholders may have only an unsecured claim against\nFord Credit.

In July 2011, the FDIC adopted final rules which\nharmonize the application of the FDIC's avoidance power under OLA with the related parts of the U.S. federal bankruptcy laws. Based on\nthese rules, the transfer of the receivables by Ford Credit would not be avoidable by the FDIC as a preference under OLA.

FDIC's Repudiation\nPower Under OLA. If the FDIC is appointed receiver of a company under OLA, the FDIC would have the power to repudiate any\ncontract to which the company was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation\nwould promote the orderly administration of the company's affairs.

In January 2011,\nthe Acting General Counsel of the FDIC issued an advisory opinion confirming:

that nothing in the Dodd-Frank Act changes the existing law governing the\nseparate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant\nto foster the bankruptcy-remote treatment of special purpose entities such as the depositors and the trust, and

that, until the FDIC adopts a regulation, the FDIC will not exercise its repudiation\nauthority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by the\ncompany before the end of the transition period of any future regulation, if the transfer satisfies the conditions for the exclusion of\nthe assets from the property of the estate of the company under the U.S. federal bankruptcy laws.

Ford Credit and\nthe depositors intend that the sale of the receivables by Ford Credit to the depositors will be a \"true sale\" between separate\nlegal entities under state law. As a result, Ford Credit believes that the FDIC would not be able to recover the receivables using its\nrepudiation power.

Although the advisory opinion does not bind the\nFDIC, and could be modified or withdrawn in the future, the opinion provides that it will apply to asset transfers which occur and, for\nrevolving trusts and master trusts, for securities issued before the end of any transition period adopted to implement future regulation\naddressing the FDIC's repudiation authority under OLA. This opinion does not indicate how the repudiation power would apply if a revolving\ntrust or master trust were to issue additional securities after the end of the transition period, and the FDIC might exercise its repudiation\npower for a revolving trust or master trust that issued securities after the end of the transition period. However, it is not certain\nthat the FDIC will address its repudiation authority under OLA in future regulations, or that future regulations or FDIC actions in an\nOLA proceeding involving Ford Credit, the depositors or the trust would not be contrary to this opinion.

If the trust were\nplaced in receivership under OLA, the FDIC would have the power to repudiate the notes issued by the trust. In that case, the FDIC would\nbe required to pay compensatory damages that are no less than the then outstanding note balance of the series plus accrued interest\nas of the date the FDIC was appointed receiver and, to the extent that the value of the property that secured the notes is

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greater than the principal amount of the notes and accrued interest\nthrough the date of repudiation or disaffirmance, that accrued interest.

Tax Considerations

General

Below is a description of the anticipated material\nU.S. federal income tax consequences of the purchase, ownership and disposition of the notes offered by this prospectus. This description\nis based on current provisions of the Internal Revenue Code of 1986, as amended, or “Internal Revenue Code”, existing and\nproposed Treasury regulations, current administrative rulings, judicial decisions and other authorities all of which are subject to change,\nperhaps with retroactive effect. There are no cases or Internal Revenue Service, or \"IRS,\" rulings on similar transactions involving\ndebt issued by a trust with terms similar to those of the notes. It is not certain that the IRS will not challenge the conclusions reached\nin this description, and no ruling from the IRS has been or will be sought on any of the issues described below. Furthermore, legislative,\njudicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions\nin this prospectus.

This description does not deal with all aspects\nof U.S. federal income taxation that may be relevant to the holders of notes in light of their personal investment circumstances nor,\nexcept for specific limited descriptions of particular topics, to noteholders subject to special treatment under the U.S. federal income\ntax laws, such as non-U.S. noteholders, insurance companies, tax-exempt organizations, financial institutions or broker dealers, taxpayers\nsubject to the alternative minimum tax, holders that will hold the notes as part of a hedge, straddle, appreciated financial position\nor conversion transaction, sovereign wealth funds that may rely on Section 892 of the Internal Revenue Code and holders that will\nhold the notes as other than capital assets. This information is directed only to prospective noteholders who:

purchase notes in the initial distribution of the notes,

are U.S. noteholders, and

hold the notes as \"capital assets\" within the meaning of Section 1221\nof the Internal Revenue Code.

As used in this section of this prospectus, the\nterm \"U.S. noteholder\" means a beneficial owner of a note that is for U.S. federal income tax purposes:

a citizen or resident of the United States,

a corporation created or organized in or under the laws of the United States,\nany state of the United States or the District of Columbia,

an estate whose income is subject to U.S. federal income tax regardless of\nits source, or

a trust if a court within the United States is able to exercise primary supervision\nover the administration of the trust and one or more \"United States persons\" (within the meaning of Section 7701(a)(30)\nof the Internal Revenue Code) have the authority to control all substantial decisions of the trust or that has made a valid election under\nTreasury regulations to be treated as a United States person.

The term \"U.S. noteholder\" also includes\na noteholder whose income or gain on its investment in a note is effectively connected with the conduct of a U.S. trade or business.\nAs used in this section of the prospectus, the term \"non-U.S. noteholder\" means a beneficial owner of a note other than a U.S.\nnoteholder and other than a partnership.

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If a partnership (including any entity treated\nas a partnership for U.S. federal income tax purposes) owns a note, the tax treatment of a partner in the partnership will depend on the\nstatus of the partner and the activities of the partnership. Partners are encouraged to consult their tax advisors as to the particular\nU.S. federal income tax consequences to them.

Prospective noteholders are encouraged to consult\nwith their tax advisors as to the U.S. federal, state and local, foreign and other tax consequences to them of the purchase, ownership\nand disposition of notes.

Tax Characterization of Trust

In the opinion of Katten Muchin Rosenman LLP, tax\ncounsel to the depositors, assuming compliance with the terms of the trust agreement and transaction documents, the trust will not be\nan association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

If the IRS successfully asserted that one or more\nclasses of notes did not represent debt for U.S. federal income tax purposes, the class or classes of notes might be treated as equity\ninterests in the trust. If so treated, each holder of an equity interest in the trust (including holders of any offered notes that may\nhave been recharacterized as equity for federal tax purposes) would be required to take into account its allocable share of items of the\ntrust's income, gain, loss, deduction and credit for each of the taxable years ending with or within the taxable year of such holder,\nregardless of whether the holder has received any distributions on such holder's equity interest. If so treated, the trust might also\nbe treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, including being unable\nto reduce its taxable income by deductions for interest expense on notes recharacterized as equity. Alternatively, the trust could be\ntreated as a publicly traded partnership that would not be taxable as a corporation because it would satisfy an applicable safe harbor.\nNonetheless, treatment of notes as equity interests in a publicly traded partnership could have adverse tax consequences to certain noteholders.\nFor example, income to certain tax-exempt entities (including pension funds) would be \"unrelated business taxable income,\" income\nto non-U.S. noteholders may be subject to U.S. withholding tax and U.S. tax return filing requirements, and individual holders might be\nsubject to some limitations on their ability to deduct their share of trust expenses. Such a recharacterization might also result in other\nmaterial adverse federal income tax consequences to beneficial owners of equity in the trust. See also \"— Tax Characterization\nand Treatment of the Notes.\"

Tax Characterization and Treatment of Notes

Characterization\nas Debt. In the opinion of Katten Muchin Rosenman LLP, assuming compliance with the terms of the transaction documents,\nthe offered notes will be treated as debt for U.S. federal income tax purposes to the extent they are treated as beneficially owned by\na person other than the sponsor or its affiliates for such purposes. The depositors, the servicer, the indenture trustee and each noteholder,\nby acquiring an interest in a note, will agree to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.\nNeither the opinion of tax counsel nor the agreement to treat the notes as debt is binding on the IRS or the courts.

For a description of the potential U.S. federal\nincome tax consequences to noteholders if the IRS were successful in challenging the characterization of the notes for U.S. federal income\ntax purposes, you should read \"— Tax Characterization of Trust\" above.

Treatment of\nStated Interest. The stated interest on a note that constitutes qualified stated interest will be taxable to a holder as\nordinary income when received or accrued according to the holder's method of tax accounting. For stated interest to be qualified stated\ninterest it must be payable at least annually and reasonable remedies must exist to compel timely payment or the terms of the instrument\nmust make late payment or non-payment sufficiently remote for purposes of the original issue discount, or \"OID,\" rules.

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Original Issue\nDiscount. A holder of notes treated as issued with OID must include OID in its gross income as ordinary interest income\nas it accrues, regardless of the holder's regular method of accounting, generally under a constant yield method.

Treatment of\nMake-Whole Payments and Step-Up Amounts. It is not expected that make-whole payments or step-up amounts will be required\nto be paid. If a make-whole payment or step-up amount is made on a note, the payment will be treated as interest for U.S. federal income\ntax purposes and will be taxable to a noteholder as ordinary income when received or accrued according to each noteholder's method of\ntax accounting.

Disposition\nof Notes. If a noteholder sells or disposes of a note, the holder will recognize gain or loss in an amount equal to the\ndifference between the amount realized on the sale or disposition and the holder's adjusted tax basis in the note. The holder's adjusted\ntax basis will equal the holder's cost for the note, increased by any OID and market discount previously included by the noteholder in\nincome on the note and decreased by any bond premium previously amortized and any payments of principal and OID previously received by\nthe noteholder on the note. Any gain or loss on sale or disposition will be capital gain or loss if the note was held as a capital asset,\nexcept for gain representing accrued interest or accrued market discount not previously included in income. Capital gain or loss will\nbe long-term if the note was held by the holder for more than one year and otherwise will be short-term.

Information\nReporting and Backup Withholding. The indenture trustee will be required to report annually to the IRS, and to each noteholder\nof record, the amount of interest paid on the notes, and any amount of interest withheld for U.S. federal income taxes, except as to exempt\nholders (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts,\nor nonresident aliens who provide certification as to their status). Each holder who is not an exempt holder will be required to provide\nto the indenture trustee, under penalties of perjury, a certificate containing the holder's name, address, correct federal taxpayer identification\nnumber and a statement that the holder is not subject to backup withholding. Should a holder fail to provide the required certification,\nthe indenture trustee will be required to withhold the tax from interest payable to the holder and pay the withheld amount to the IRS.

Tax Consequences\nto Non-U.S. Noteholders. Subject to the application of the FATCA withholding tax described in \"—Payments\nto Foreign Financial Institutions and Certain Other Non-U.S. Entities\" below, a non-U.S. noteholder who is an individual or corporation\n(or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf and not in connection\nwith the conduct of a U.S. trade or business will not be subject to U.S. federal income taxes on payments of principal, premium, interest\nor OID on a note. This exemption from withholding (the \"portfolio interest exemption\") is not available, however, to a non-U.S.\nnoteholder that is (i) a controlled foreign corporation related to the trust (within the meaning of Section 864(d)(4) of\nthe Internal Revenue Code) or (ii) a direct or indirect holder of 10% or more of the residual interest (including a capital or profits\ninterest if the trust is treated as a partnership). To qualify for the exemption from taxation, the withholding agent must have received\na signed statement from the individual or corporation that:

is signed under penalties of perjury by the beneficial owner of the note,

certifies that the beneficial owner is not a U.S. noteholder, and

provides the beneficial owner's name and address.

A \"withholding agent\" is the last U.S.\npayor (or a non-U.S. payor who is a qualified intermediary, U.S. branch of a foreign person, or withholding foreign partnership) in the\nchain of payment before payment to a non-U.S. noteholder (which itself is not a withholding agent). Generally, this statement is made\non an IRS Form W-8BEN or W-8BEN-E (or any substitute form), which generally is effective for the remainder of the year of signature\nplus three full calendar years unless a change in circumstances makes any information on the form incorrect. Under some circumstances,\nan IRS Form W-8BEN or W-8BEN-E can remain effective indefinitely. The beneficial owner must inform the withholding agent within 30\ndays of a

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change in circumstances that makes any information on the form incorrect\nand furnish a new IRS Form W-8BEN or W-8BEN-E to the withholding agent.

A non-U.S. noteholder who is not an individual\nor corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf may have\nsubstantially increased reporting requirements and is encouraged to consult its tax advisor.

A non-U.S. noteholder whose income on its investment\nin a note is effectively connected with the conduct of a U.S. trade or business would generally be taxed as if the holder was a U.S. noteholder.

Some securities clearing organizations, and other\nentities who are not beneficial owners, may be able to provide the signed statement to the withholding agent. However, in this case, the\nsigned statement may require a copy of the beneficial owner's IRS Form W-8BEN or W-8BEN-E (or the substitute form).

Any capital gain realized on the sale, redemption,\nretirement or other taxable disposition of a note by a non-U.S. noteholder will be exempt from U.S. federal income and withholding tax\nso long as:

the gain is not effectively connected with the conduct of a trade or business\nin the United States by the non-U.S. noteholder, and

in the case of a foreign individual, the non-U.S. noteholder is not present\nin the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held\nby a non-U.S. noteholder is effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder,\nthe holder, although exempt from the withholding tax described above if an appropriate statement is furnished, will generally be subject\nto U.S. federal income tax on the interest, gain or income at regular U.S. federal income tax rates. In addition, if the non-U.S. noteholder\nis a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its \"effectively connected earnings and\nprofits\" within the meaning of the Internal Revenue Code for the taxable year, unless it qualifies for a lower rate under a tax treaty.

Payments to\nForeign Financial Institutions and Certain Other Non-U.S. Entities. A 30% withholding tax generally will apply to payments\nof interest (including OID) that are made to foreign financial institutions and certain non-financial foreign entities. Withholding tax,\nimposed under sections 1471 through 1474 of the Internal Revenue Code, or \"FATCA,\" generally will not apply where payments are\nmade to (i) a foreign financial institution that enters into an agreement with the IRS to, among other requirements, undertake to\nidentify accounts held by certain U.S. persons or U.S.-owned foreign entities, report annually certain information about those accounts\nand withhold tax as may be required by that agreement, or (ii) a non-financial foreign entity that certifies it does not have substantial\nU.S. owners or furnishes identifying information about each substantial U.S. owner. Alternative requirements may apply to foreign entities\nsubject to an intergovernmental agreement for the implementation of FATCA. The FATCA withholding tax applies regardless of whether a payment\nwould be exempt from U.S. non-resident withholding tax (such as under the portfolio interest exemption or as capital gain) and regardless\nof whether a foreign financial institution is the beneficial owner of a payment. Prospective noteholders should consult their own tax\nadvisors about the application and requirements of information reporting and withholding under FATCA and any intergovernmental agreement\nfor the implementation of FATCA.

State and Local Tax

Because of the variation in the tax laws of each\nstate and locality, it is impossible to predict the tax classification of the trust or the tax consequences to the trust or to holders\nof notes in all of the state and local taxing jurisdictions in which they may be subject to tax. Prospective noteholders are encouraged\nto consult their tax advisors about state and local taxation of the trust and state and local tax consequences of the purchase, ownership\nand disposition of notes.

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ERISA\nConsiderations

General Investment Considerations

The Employee Retirement Income Security Act of\n1974, or \"ERISA,\" and the Internal Revenue Code impose obligations and requirements on employee benefit plans and other retirement\nplans and arrangements (such as individual retirement accounts and Keogh plans) that are subject to Title I of ERISA and/or Section 4975\nof the Internal Revenue Code, referred to as \"plans,\" and some entities or accounts (including insurance company general accounts\nand investment vehicles) whose assets are deemed to include assets of plans, and on persons who are fiduciaries of plans. Any person who\nexercises authority or control over the management or disposition of a plan's assets or who gives investment advice for a fee or other\ncompensation regarding a plan is considered to be a fiduciary of that plan, or a \"plan fiduciary.\" Below is a description of\nthe anticipated consequences of the purchase, ownership and disposition of the notes offered by this prospectus by a plan or a fiduciary\nof that plan.

Under ERISA's general fiduciary standards, before\ninvesting in the notes, a plan fiduciary should determine, among other factors:

whether the investment is permitted under the plan's governing documents,

whether the fiduciary has the authority to make the investment,

whether the investment is consistent with the plan's funding objectives,

the tax effects of the investment,

whether under the general fiduciary standards of investment prudence and diversification\nan investment in the notes is appropriate for the plan, taking into account the overall investment policy of the plan and the composition\nof the plan's investment portfolio, and

whether the investment is prudent considering the factors described in this\nprospectus.

In addition, ERISA and Section 4975 of the\nInternal Revenue Code prohibit a broad range of transactions involving assets of a plan and persons who are \"parties in interest\"\nunder ERISA or \"disqualified persons\" under Section 4975 of the Internal Revenue Code. A violation of these rules may\nresult in the imposition of significant excise taxes and other liabilities.

Subject to the considerations described in this\nsection, plans generally may purchase the notes. A fiduciary of a plan should carefully review with its legal and other advisors whether\nthe purchase, holding or disposition of any notes could give rise to a transaction prohibited or impermissible under ERISA or Section 4975\nof the Internal Revenue Code, and should consider the restrictions on the purchase, holding and disposition of the notes. Unless otherwise\nstated, references to the purchase, holding and disposition of the notes in these sections also refer to the purchase, holding and disposition\nof a beneficial interest in the notes.

Prohibited Transactions

Whether or not an investment in the notes will\ngive rise to a transaction prohibited or impermissible under ERISA or Section 4975 of the Internal Revenue Code will depend on whether\nthe assets of the trust will be deemed to be \"plan assets\" of a plan investing in notes issued by the trust. Under a regulation\nissued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA, or the \"plan assets regulation,\" a plan's\nassets may be deemed to include an interest in the assets of the trust if the plan acquires an \"equity interest\" in the trust\nand none of the exceptions in the plan assets regulation are applicable. In general, an \"equity interest\" is defined under the\nplan assets regulation as any interest in

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an entity other than an instrument which is treated as indebtedness\nunder local law and which has no substantial equity features.

The depositors believe that the notes will be treated\nas indebtedness without substantial equity features for purposes of the plan assets regulation, to the extent they are treated as beneficially\nowned by a person other than the sponsor or its affiliates for such purposes. This assessment is based on the traditional debt features\nof the notes, including the reasonable expectation of purchasers of the notes that the notes will be repaid when due, the traditional\ndefault remedies, and the absence of conversion rights, warrants and other typical equity features.

Without regard to whether the notes are treated\nas indebtedness for ERISA purposes, the purchase, holding or disposition of the notes by or on behalf of a plan could be considered to\ngive rise to a direct or indirect prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code if the trust, the\nowner trustee, the indenture trustee, any underwriter or any of their affiliates, including Ford Credit, is or becomes a \"party in\ninterest\" under ERISA or a \"disqualified person\" under Section 4975 of the Internal Revenue Code for the plan. In\nthis case, exemptions from the prohibited transaction rules could apply to the purchase, holding and disposition of notes by or on\nbehalf of a plan depending on the type and circumstances of the plan fiduciary making the decision to purchase a note and the relationship\nof the party in interest to the plan or investor using plan assets, collectively, the \"plan investor\". Included among these\nexemptions are:

prohibited transaction class exemption 84-14, regarding transactions effected\nby qualified professional asset managers,

prohibited transaction class exemption 90-1, regarding transactions entered\ninto by insurance company pooled separate accounts,

prohibited transaction class exemption 91-38, regarding transactions entered\ninto by bank collective investment funds,

prohibited transaction class exemption 95-60, regarding transactions entered\ninto by insurance company general accounts, and

prohibited transaction class exemption 96-23, regarding transactions effected\nby in-house asset managers.

In addition, Section 408(b)(17) of ERISA and\nSection 4975(d)(20) of the Internal Revenue Code provide an exemption for some transactions between a plan and a person that is a\nparty in interest or disqualified person for a plan solely by reason of providing services to the plan or having a relationship with a\nservice provider (other than a party in interest or a disqualified person that is, or is an affiliate of, a fiduciary for the assets of\nthe plan involved in the transaction), if the plan pays no more than, and receives no less than, adequate consideration in connection\nwith the transaction. However, even if the conditions in one or more applicable exemptions are met, the scope of relief may not necessarily\ncover all acts that might be construed as prohibited transactions.

Due to the possibility that the sponsor, the trust,\nthe underwriters or any of their affiliates, or the \"transaction parties,\" may receive certain benefits in connection with the\nsale or holding of the notes, the purchase of the notes using plan assets over which any of the transaction parties has investment authority,\nrenders investment advice for a fee with respect to the plan assets or is the employer or other sponsor of the plan, may be deemed to\nbe a violation of Title I of ERISA or Section 4975 of the Internal Revenue Code. Accordingly, the notes may not be purchased using\nplan assets if any of the transaction parties has investment authority, renders investment advice for a fee with respect to the plan assets\nor is the employer or other sponsor of the plan, unless the purchase or holding would not otherwise result in a non-exempt prohibited\ntransaction.

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Any plan investor that purchases, holds or disposes\nof the notes will be deemed to have represented that its purchase, holding and disposition of the notes is not and will not result in\na non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Internal Revenue Code.

Benefit Plans Not Subject to ERISA or the Internal Revenue Code

Some employee benefit plans, such as governmental\nplans, foreign plans and some church plans (each as defined or described in ERISA) are not subject to the prohibited transaction provisions\nof ERISA or Section 4975 of the Internal Revenue Code. However, these employee benefit plans may be subject to other federal, state,\nlocal or non-U.S. laws or regulations that are substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue\nCode, or a \"similar law.\" In addition, any of these employee benefit plans that are qualified and exempt from taxation under\nSections 401(a) and 501(a) of the Internal Revenue Code are subject to the prohibited transaction rules in Section 503\nof the Internal Revenue Code. Each of these employee benefit plans that are subject to similar laws, and each person acting on behalf\nof or investing the assets of such an employee benefit plan, that purchases, holds or disposes of notes will be deemed to have represented\nthat its purchase, holding and disposition of the notes is not and will not result in a violation of these similar laws or regulations.

UNDERWRITING

The depositors and the underwriters named below\nhave entered into an underwriting agreement for the notes offered by this prospectus. Subject to some conditions, each underwriter has\nagreed to purchase the principal amount of the offered notes indicated in the following table:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Underwriters	Class A Notes		Class B Notes
Barclays Capital Inc.\t	$	108,000,000		$	7,106,000
Deutsche Bank Securities Inc.\t		108,000,000			7,105,000
Mizuho Securities USA LLC\t		108,000,000			7,105,000
BMO Capital Markets Corp.\t		108,000,000			7,105,000
J.P. Morgan Securities LLC\t		108,000,000			7,105,000
BBVA Securities Inc.\t		21,000,000			0
U.S. Bancorp Investments, Inc.\t		21,000,000			0
Independence Point Securities LLC\t		9,000,000			0
Samuel A. Ramirez & Company, Inc.\t		9,000,000			0
Total\t	$	600,000,000		$	35,526,000

The depositors will initially retain the Class C\nand Class D notes. These notes may be sold, subject to the requirements in the indenture, directly by the depositors or through underwriters,\nbroker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositors or the\npurchasers of these notes. If these notes are sold through underwriters or broker-dealers, the depositors will be responsible for underwriting\ndiscounts or commissions or agent's commissions. These notes may be sold in one or more transactions at fixed prices, prevailing market\nprices at the time of sale, varying prices determined at the time of sale or negotiated prices.

All classes of notes must be issued and purchased\n(or retained by the depositors) for any offered notes to be issued and purchased by the underwriters.

The underwriters will resell the offered notes\nto the public. The selling concessions that the underwriters may allow to some dealers, and the discounts that those dealers may reallow\nto other dealers, expressed as a percentage of the initial principal amount of each class of notes, are indicated in the following table.\nDue to sales to affiliates, one or more of the underwriters may be required to forego a minor portion of the selling concessions they\nwould otherwise receive.

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\n \n \n \n \n \n \n \n \n \n \n \n \n

	\n Selling Concessions\n \nnot to exceed	\n Reallowances\n not to \n exceed
Class A\n notes\t	0.150%	0.100%
Class B\n notes\t	0.180%	0.120%

Each class of notes is a new issue of securities\nwith no established trading market. The underwriters have advised the depositors that they intend to make a market in the classes of the\noffered notes purchased by them but they are not obligated to do so and may discontinue market-making at any time without notice. It is\nnot certain that a secondary market for the notes will develop, that it will continue or that it will provide sufficient liquidity. If\na secondary market for the notes does develop, it might end at any time or it might not be sufficiently liquid to allow noteholders to\nresell any of the notes.

In connection with the sale of the offered notes,\nthe underwriters may, to the extent permitted by Regulation M under the Exchange Act, engage in:

over-allotments, in which members of the selling syndicate sell more notes\nthan the seller actually sold to the syndicate, creating a syndicate short position,

stabilizing transactions, in which purchases and sales of the notes may be\nmade by the members of the selling syndicate at prices that do not exceed a stated maximum,

syndicate covering transactions, in which members of the selling syndicate\npurchase the notes in the open market after the distribution is completed to cover syndicate short positions, and

penalty bids, by which underwriters reclaim a selling concession from a syndicate\nmember when any of the notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate\nshort positions.

These stabilizing transactions, syndicate covering\ntransactions and penalty bids may cause the prices of the notes to be higher than they would otherwise be. These transactions, if begun,\nmay be discontinued at any time.

The depositors and Ford Credit will indemnify the\nunderwriters against specific liabilities, including liabilities under the federal securities laws, or contribute to payments the underwriters\nmay be required to make for those liabilities.

The trust may invest the funds in its bank accounts\nin obligations issued by the underwriters or their affiliates. In addition, one of the underwriters, U.S. Bancorp Investments, Inc.,\nis an affiliate of the owner trustee, U.S. Bank Trust National Association.

In the ordinary course of their businesses, the\nunderwriters and their affiliates have engaged and may engage in various financial advisory, investment banking and commercial banking\ntransactions with the sponsor, the depositors, the servicer and their affiliates.

On request by a noteholder who received an electronic\nprospectus from an underwriter within the period during which there is an obligation to deliver a prospectus, the underwriter will promptly\ndeliver, without charge, a paper copy of this prospectus.

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United Kingdom

Each underwriter severally, but not jointly, has\nrepresented and agreed that:

it has not offered, sold, distributed or otherwise made available and will\nnot offer, sell, distribute or otherwise make available any notes to any UK retail investor in the UK,

it has only communicated or caused to be communicated and will only communicate\nor cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the\nFSMA) received by it in connection with the issue or sale of any offered notes in circumstances in which Section 21(1) of the\nFSMA does not apply to the trust or the depositors, and

it has complied and will comply with all applicable provisions of the FSMA\nfor anything done by it in relation to any offered notes in, from or otherwise involving the UK.

For purposes of this provision:

the expression \"UK retail investor\" means a person who is not either\none (or both) of (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014,\nas it forms part of UK domestic law by virtue of the EUWA and as amended; or (ii) a UK Qualified Investor, and

the expression \"offer\" includes the communication in any form and\nby any means of sufficient information on the terms of the offer and the offered notes to be offered so as to enable an investor to decide\nto buy or subscribe for the offered notes.

European Economic Area

Each underwriter severally, but not jointly, has\nrepresented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available\nany offered notes which are the subject of this prospectus to any EU retail investor in the European Economic Area. For the purposes of\nthis provision:

the expression \"EU retail investor\" means a person who is one (or\nmore) of the following:

―

a retail client as defined in point (11) of Article 4(1) of MiFID\nII, or

―

a customer within the meaning of Directive (EU) 2016/97 (as amended), where\nthat customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or

―

not an EU Qualified Investor, and

European Economic Area and UK Securitization Requirements

None of the sponsor,\nthe depositors, the servicer, the trust or any underwriter is required, or intends to retain a material net economic interest in the securitization\nconstituted by the issuance of the notes in a manner that would satisfy, or enable any investor to comply with, the requirements of (i) Regulation\n(EU) 2017/2402 (as amended, the \"EU Securitization Regulation\") or (ii) the framework for the regulation of securitizations\nin the UK comprising (A) the Securitisation Regulations 2024, (B) the Securitisation

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Sourcebook of the handbook of rules and\nguidance adopted by the Financial Conduct Authority, (C) the Securitisation Part of the rulebook of published policy of the\nPrudential Regulation Authority of the Bank of England and (D) the relevant provisions of the Financial Services and Markets Act\n2000 (in each case as amended, supplemented or replaced and, collectively the \"UK Securitization Framework\"). In addition,\nnone of these parties undertakes to take any other action, or refrain from taking any action, prescribed or contemplated in, or for purposes\nof, or in connection with, compliance by any investor with any applicable requirement of, the EU Securitization Regulation or the UK Securitization\nFramework. Additionally, the arrangements described under \"Credit Risk Retention\" have not been structured with the objective\nof enabling or facilitating compliance by any person with any requirement of the EU Securitization Regulation or the UK Securitization\nFramework. Consequently, the notes may not be a suitable investment for any person that is now or may in the future be subject to any\nrequirement of the EU Securitization Regulation or the UK Securitization Framework.

Prospective noteholders\nare responsible for analyzing their own regulatory requirements and are encouraged to consult with their own investment and legal advisors\nregarding the suitability of the notes for investment and compliance with these legal requirements.

Legal\nOpinions

Katten Muchin Rosenman LLP will review or provide\nopinions on legal matters relating to the notes and U.S. federal income tax and other matters for the trust, the depositors and the servicer.\nMayer Brown LLP will review or provide opinions on some legal matters relating to the notes and other matters for the underwriters. Mayer\nBrown LLP has from time to time represented Ford Credit and its affiliates on other matters.

WHERE\nYOU CAN FIND MORE INFORMATION

The depositors, as originators of the trust, filed\nwith the SEC a registration statement, Registration Nos. 333-283567, 333-283567-01 and 333-283567-02 under the Securities Act of 1933,\nfor the notes offered by this prospectus. The transaction documents described in this prospectus are included as exhibits to the registration\nstatement.

The SEC maintains a website containing reports,\nproxy materials, information statements and other information regarding issuers that file electronically with the SEC. The address is\nhttp://www.sec.gov.

You may obtain more information about Ford and\nFord Credit at www.ford.com and www.ford.com/finance. The information about Ford and Ford Credit’s websites in this prospectus and\ntheir content is not incorporated by reference into this prospectus.

The servicer will file for the trust annual reports\non Form 10-K, monthly distribution reports on Form 10-D, any required current reports on Form 8-K, and amendments to these\nreports with the SEC. A copy of any reports may be obtained by any noteholder by request to the indenture trustee or the depositors.

INCORPORATION\nOF DOCUMENTS BY REFERENCE

The trust \"incorporates by reference\"\nsome information it files with the SEC, which means that the trust can disclose important information to you by referring you to those\ndocuments. The information incorporated by reference is considered to be part of this prospectus. Information that the trust files later\nwith the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over\ndifferent information included in this prospectus. The trust also incorporates by reference any current reports on Form 8-K later\nfiled by or on behalf of the trust before the termination of the offering of the notes (including any market-making transactions for the\nnotes unless exempt from the registration requirements under the Securities Act).

The depositors will provide without charge to each\nperson, including any beneficial owner of the notes, to whom a copy of this prospectus is delivered, on request, a copy of any of the\ndocuments incorporated in this prospectus by reference.

Requests for copies should be directed to:

130

Ford Credit Floorplan Corporation

or Ford Credit Floorplan LLC

c/o Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters

One American Road

Dearborn, Michigan 48126

Attention: Ford Credit SPE Management Office

Telephone number: (313) 594-3495

Email address: FSPEMgt@ford.com

131

Index\nof Defined Terms

adjusted invested amount	71
adjusted pool balance	70
adjustment fee	43
amortization events	88
asset representations reviewer	113
available depositor collections	77
available depositor interest collections	77
available depositor principal collections	77
available investor interest collections	78
available investor principal collections	78
available subordinated amount	96
back-up servicer	113
back-up servicer reserve account	105
Bankruptcy Code	33
CFPB	33
Clayton	113
closing date	12
collection account	101
Computershare	113
Computershare Trust Company	12
CTS	113
dealer overconcentration	86
defaulted receivable	72
depositor amount	70
depositor percentage	71
determination date	77
development dealer overconcentration	86
development dealers	86
DISC	5
Dodd-Frank Act	33
DTC	94
EEA	5
eligible account	54
eligible asset representations reviewer	114
eligible receivable	64
ERISA	125
EU Prospectus Regulation	5
EU Qualified Investor	5
EU Securitization Regulation	130
EUWA	4
event of default	89
excess funding account	73
excess funding period	73
excess interest sharing group one	87
excess spread	98
Exchange Act	18
FATCA	124
FCF Corp	12
FCF LLC	12
FDIC	120
fixed investor percentage	75
fleet vehicle overconcentration	86
floating investor percentage	75
Ford	12

Ford Credit	12
FPO	5
incremental subordinated amount	98
indenture supplement	12
indenture trustee	111
interest collections	71
Internal Revenue Code	121
in-transit period	43
in-transit receivables	53
invested amount	70
investor percentage	70
investor percentages	75
IRS	121
make-whole payment	76
manufacturer overconcentration	86
medium and heavy truck overconcentration	86
MiFID II	5
monthly back-up servicing fee	87
monthly depositor servicing fee	87
monthly payment rate	60
monthly servicing fee	87
net adjusted pool balance	72
note redemption period	13
notes	12
NRSRO	24
offered notes	12
OID	123
OLA	120
owner trustee	110
payment date	13
plan fiduciary	125
plan investor	126
plans	125
poatrs	4
pool balance	69
PRIIPs Regulation	6
principal collections	71
principal funding account	74
principal sharing group one	87
program vehicles	42
rating agencies	18
rating agency condition	92
Relevant Persons	5
required depositor amount	70
required pool balance	69
required pool percentage	76
required subordinated amount	97
reserve account	95
reserve account required amount	95
responsible person	65
review receivables	67
SEC	24
Securities Act	93
Series 2026-3 notes	12

132

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

series amortization events	88
servicer	14
servicer termination event	103
status	49
status trigger	66
step-up amounts	13
step-up percentage	98
step-up rate	13
subordinated percentage	98
subordination factor	98
subordination step-up period	98
supplemental subordinated percentage	98
transaction parties	127

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

trust	12
trust amortization events	88
U.S. Bank	110
U.S. Bank Trust	110
UK	4
UK Qualified Investor	4
UK Securitization Framework	130
used vehicle overconcentration	86
variable funding notes	109
Wells Fargo	113
Wells Fargo Bank	113
yield supplement interest collections	78

133

Annex A

OTHER SERIES ISSUED AND OUTSTANDING

Series 2006-1 variable funding notes

The Series 2006-1 notes are a series of privately\nplaced variable funding notes, the investment of which may be increased or decreased periodically at the discretion of the depositors.

Current aggregate invested amount		$2,150,000,000

Current aggregate funding commitments		$8,775,000,000

Series 2006-1 note interest rate		For each sub-class of the Series 2006-1 notes, (a) the related\n commercial paper cost of funds rate plus up to 0.75% per annum, (b) daily SOFR plus up to\n 1.36% per annum or (c) on the occurrence of certain specified events, the prime rate plus\n up to 2.25% per annum (in each case, subject to change in connection with any extension of the\n related stated commitment expiration date)

Subordination factor		25.00%, increasing to 29.00% during a subordination step-up period, unless\n the depositors have elected to increase the Series 2006-1 Reserve Account Required Percentage

Scheduled start of controlled accumulation period		For each sub-class of the Series 2006-1 notes, the close of business\n on the related stated commitment expiration date

Stated commitment expiration dates		June 11, 2027 to September 29, 2028 (subject to extension with\n respect to each sub-class of the Series 2006-1 notes)

Final maturity date		For any sub-class of the Series 2006-1 notes, the thirty-first distribution\n date following the sixth full collection period immediately following the related stated commitment expiration date

Closing date		March 30, 2006

Excess interest sharing group designation		One

Principal sharing group designation		One

A-1

Series 2018-4 notes

Initial invested amount		$807,334,000

Initial Class A principal balance		$700,000,000

Class A note interest rate		4.06% per annum

Initial Class B principal balance		$32,667,000

Class B note interest rate		4.26% per annum

Initial Class C principal balance		$46,667,000

Class C note interest rate		4.46% per annum

Initial Class D principal balance		$28,000,000

Class D note interest rate		4.65% per annum

Subordination factor		13.50%, increasing to 17.50% during a subordination step-up period, unless\n the depositors have elected to increase the Series 2018-4 Reserve Account Required Percentage

Scheduled start of controlled accumulation period		May 2028

Expected final payment date		November 2028 payment date

Final maturity date		November 2030 payment date

Closing date		December 21, 2018

Excess interest sharing group designation		One

Principal sharing group designation		One

A-2

Series 2024-1 notes

Initial invested amount		$1,093,750,000

Initial Class A-1 principal balance		$800,000,000

Class A-1 note interest rate		5.29% per annum

Initial Class A-2 principal balance		$150,000,000

Class A-2 note interest rate		30 day average SOFR + 0.75%⁽¹⁾

Initial Class B principal balance		$56,250,000

Class B note interest rate		5.48% per annum

Initial Class C principal balance		$50,000,000

Class C note interest rate		5.72% per annum

Initial Class D principal balance		$37,500,000

Class D note interest rate		6.21% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2024-1 Reserve Account Required Percentage

Expected final payment date		April 15, 2027

Final maturity date		April 15, 2029

Closing date		May 10, 2024

Excess interest sharing group designation		One

Principal sharing group designation		One

⁽¹⁾ The\nClass A-2 notes will accrue interest at a floating rate based on a benchmark, which will initially be 30-day average SOFR. However,\nthe benchmark rate may change in certain situations as described in the offering memorandum for the Series 2024-1 notes. If the benchmark\nrate plus the spread for the Class A-2 notes is less than zero, the interest rate will be 0.00%.

A-3

Series 2024-2 notes

Initial invested amount		$518,092,000

Initial Class A principal balance		$450,000,000

Class A note interest rate		5.24% per annum

Initial Class B principal balance		$26,645,000

Class B note interest rate		5.56% per annum

Initial Class C principal balance		$23,684,000

Class C note interest rate		5.80% per annum

Initial Class D principal balance		$17,763,000

Class D note interest rate		6.29% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2024-2 Reserve Account Required Percentage

Expected final payment date		April 15, 2029

Final maturity date		April 15, 2031

Closing date		May 10, 2024

Excess interest sharing group designation		One

Principal sharing group designation		One

A-4

Series 2024-3 notes

Initial invested amount		$1,151,317,000

Initial Class A-1 principal balance		$900,000,000

Class A-1 note interest rate		4.30% per annum

Initial Class A-2 principal balance		$100,000,000

Class A-2 note interest rate		30 day average SOFR + 0.77%⁽¹⁾

Initial Class B principal balance		$59,211,000

Class B note interest rate		4.50% per annum

Initial Class C principal balance		$52,632,000

Class C note interest rate		4.75% per annum

Initial Class D principal balance		$39,474,000

Class D note interest rate		5.24% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2024-3 Reserve Account Required Percentage

Expected final payment date		September 15, 2027

Final maturity date		September 15, 2029

Closing date		October 8, 2024

Excess interest sharing group designation		One

Principal sharing group designation		One

⁽¹⁾ The\nClass A-2 notes will accrue interest at a floating rate based on a benchmark, which will initially be 30-day average SOFR. However,\nthe benchmark rate may change in certain situations as described in the offering memorandum for the Series 2024-3 notes. If the\nbenchmark rate plus the spread for the Class A-2 notes is less than zero, the interest rate will be 0.00%.

A-5

Series 2024-4 notes

Initial invested amount		$575,658,000

Initial Class A principal balance		$500,000,000

Class A note interest rate		4.40% per annum

Initial Class B principal balance		$29,605,000

Class B note interest rate		4.61% per annum

Initial Class C principal balance		$26,316,000

Class C note interest rate		4.85% per annum

Initial Class D principal balance		$19,737,000

Class D note interest rate		5.34% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2024-4 Reserve Account Required Percentage

Expected final payment date		September 15, 2029

Final maturity date		September 15, 2031

Closing date		October 8, 2024

Excess interest sharing group designation		One

Principal sharing group designation		One

A-6

Series 2025-1 notes

Initial invested amount		$1,439,144,000

Initial Class A-1 principal balance		$1,150,000,000

Class A-1 note interest rate		4.63% per annum

Initial Class A-2 principal balance		$100,000,000

Class A-2 note interest rate		30 day average SOFR + 0.80%⁽¹⁾

Initial Class B principal balance		$74,013,000

Class B note interest rate		4.84% per annum

Initial Class C principal balance		$65,789,000

Class C note interest rate		5.08% per annum

Initial Class D principal balance		$49,342,000

Class D note interest rate		5.57% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2025-1 Reserve Account Required Percentage

Expected final payment date		April 15, 2028

Final maturity date		April 15, 2030

Closing date		May 28, 2025

Excess interest sharing group designation		One

Principal sharing group designation		One

⁽¹⁾ The\nClass A-2 notes will accrue interest at a floating rate based on a benchmark, which will initially be 30-day average SOFR. However,\nthe benchmark rate may change in certain situations as described in the offering memorandum for the Series 2025-1 notes. If the benchmark\nrate plus the spread for the Class A-2 notes is less than zero, the interest rate will be 0.00%.

A-7

Series 2025-2 notes

Initial invested amount		$1,151,317,000

Initial Class A-1 principal balance		$900,000,000

Class A-1 note interest rate		4.06% per annum

Initial Class A-2 principal balance		$100,000,000

Class A-2 note interest rate		30 day average SOFR + 0.60%⁽¹⁾

Initial Class B principal balance		$59,211,000

Class B note interest rate		4.33% per annum

Initial Class C principal balance		$52,632,000

Class C note interest rate		4.48% per annum

Initial Class D principal balance		$39,474,000

Class D note interest rate		4.58% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2025-2 Reserve Account Required Percentage

Expected final payment date		September 15, 2028

Final maturity date		September 15, 2030

Closing date		October 16, 2025

Excess interest sharing group designation		One

Principal sharing group designation		One

⁽¹⁾ The\nClass A-2 notes will accrue interest at a floating rate based on a benchmark, which will initially be 30-day average SOFR. However,\nthe benchmark rate may change in certain situations as described in the offering memorandum for the Series 2025-2 notes. If the benchmark\nrate plus the spread for the Class A-2 notes is less than zero, the interest rate will be 0.00%.

A-8

Series 2026-1 notes

Initial invested amount		$1,151,317,000

Initial Class A principal balance		$1,000,000,000

Class A note interest rate		4.42% per annum

Initial Class B principal balance		$59,211,000

Class B note interest rate		4.61% per annum

Initial Class C principal balance		$52,632,000

Class C note interest rate		4.81% per annum

Initial Class D principal balance		$39,474,000

Class D note interest rate		5.25% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2026-1 Reserve Account Required Percentage

Expected final payment date		May 15, 2029

Final maturity date		May 15, 2031

Closing date		May 18, 2026

Excess interest sharing group designation		One

Principal sharing group designation		One

A-9

Series 2026-2 notes

Initial invested amount		$575,658,000

Initial Class A principal balance		$500,000,000

Class A note interest rate		4.60% per annum

Initial Class B principal balance		$29,605,000

Class B note interest rate		4.85% per annum

Initial Class C principal balance		$26,316,000

Class C note interest rate		5.06% per annum

Initial Class D principal balance		$19,737,000

Class D note interest rate		5.50% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2026-2 Reserve Account Required Percentage

Expected final payment date		May 15, 2031

Final maturity date		May 15, 2033

Closing date		May 18, 2026

Excess interest sharing group designation		One

Principal sharing group designation		One

A-10

Series 2026-4 notes

Initial invested amount		$460,526,000

Initial Class A principal balance		$400,000,000

Class A note interest rate		5.62% per annum

Initial Class B principal balance		$23,684,000

Class B note interest rate		5.86% per annum

Initial Class C principal balance		$21,053,000

Class C note interest rate		6.05% per annum

Initial Class D principal balance		$15,789,000

Class D note interest rate		6.30% per annum

Subordination factor		12.50%, increasing to 16.50% during a subordination step-up period, unless the depositors have elected to increase the Series 2026-4 Reserve Account Required Percentage

Expected final payment date		October 15, 2031

Final maturity date		October 15, 2033

Closing date		October 16, 2026

Excess interest sharing group designation		One

Principal sharing group designation		One

A-11

Annex B

TRUST POOL THREE-MONTH\nAVERAGE
\nMONTHLY PRINCIPAL PAYMENT RATE⁽¹⁾

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n Month	\n Three-Month\n Average \n Monthly Principal Payment Rate⁽²⁾	\n Month	\n Three-Month\n Average \n Monthly Principal Payment Rate⁽²⁾
Jan-16	39.5%	Apr-21	69.6%
Feb-16	38.5%	May-21	73.8%
Mar-16	37.5%	Jun-21	71.7%
Apr-16	37.9%	Jul-21	71.7%
May-16	38.4%	Aug-21	81.9%
Jun-16	37.7%	Sep-21	89.6%
Jul-16	37.3%	Oct-21	95.3%
Aug-16	39.7%	Nov-21	94.3%
Sep-16	41.2%	Dec-21	95.5%
Oct-16	42.4%	Jan-22	88.4%
Nov-16	40.3%	Feb-22	84.7%
Dec-16	39.3%	Mar-22	83.4%
Jan-17	39.5%	Apr-22	82.9%
Feb-17	38.5%	May-22	83.0%
Mar-17	38.9%	Jun-22	76.8%
Apr-17	37.5%	Jul-22	73.7%
May-17	39.3%	Aug-22	76.2%
Jun-17	39.0%	Sep-22	74.5%
Jul-17	39.5%	Oct-22	75.1%
Aug-17	41.1%	Nov-22	65.3%
Sep-17	41.5%	Dec-22	61.0%
Oct-17	44.6%	Jan-23	58.3%
Nov-17	43.3%	Feb-23	57.9%
Dec-17	42.5%	Mar-23	62.0%
Jan-18	41.2%	Apr-23	61.6%
Feb-18	38.4%	May-23	63.9%
Mar-18	38.2%	Jun-23	61.2%
Apr-18	37.0%	Jul-23	61.1%
May-18	39.4%	Aug-23	61.6%
Jun-18	39.4%	Sep-23	60.3%
Jul-18	40.3%	Oct-23	60.8%
Aug-18	42.9%	Nov-23	56.4%
Sep-18	43.0%	Dec-23	54.9%
Oct-18	44.7%	Jan-24	52.3%
Nov-18	41.5%	Feb-24	50.6%
Dec-18	41.0%	Mar-24	49.8%
Jan-19	38.3%	Apr-24	51.0%
Feb-19	35.9%	May-24	52.2%
Mar-19	34.7%	Jun-24	49.1%
Apr-19	34.4%	Jul-24	47.7%
May-19	37.1%	Aug-24	48.3%
Jun-19	37.6%	Sep-24	50.1%
Jul-19	39.1%	Oct-24	50.8%
Aug-19	40.9%	Nov-24	47.3%
Sep-19	43.0%	Dec-24	46.2%
Oct-19	43.8%	Jan-25	42.8%
Nov-19	40.8%	Feb-25	41.4%
Dec-19	40.9%	Mar-25	42.0%
Jan-20	38.7%	Apr-25	46.2%
Feb-20	37.8%	May-25	51.5%
Mar-20	37.7%	Jun-25	53.9%
Apr-20	35.2%	Jul-25	54.5%
May-20	35.9%	Aug-25	56.0%
Jun-20	40.7%	Sep-25	57.8%
Jul-20	51.9%	Oct-25	58.0%
Aug-20	60.2%	Nov-25	53.0%
Sep-20	61.2%	Dec-25	52.1%
Oct-20	59.8%	Jan-26	48.7%
Nov-20	57.2%	Feb-26	49.6%
Dec-20	58.9%	Mar-26	49.3%
Jan-21	57.0%	Apr-26	52.8%
Feb-21	56.8%	May-26	55.6%
Mar-21	61.1%	Jun-26	56.7%

⁽¹⁾

The three-month average monthly principal payment rate for a month equals the average of the monthly payment rate for that month and\nthe prior two months.

⁽²⁾

Lowest three-month average monthly principal payment rate since January 2004 was 29.9% in February 2005.

B-1

\n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n

\n\n	\n\n

You should rely only on the information contained\nin or incorporated by reference into this prospectus. We have not authorized anyone to give you different information. You should not\nrely on the accuracy of the information in this prospectus for any date other than this date. We are not offering the notes in any states\nwhere it is not permitted. \n\n\n\n\n\n\n\n\n\n\n\n	\n\n Ford Credit Floorplan \nMaster Owner Trust A \n\n Issuing Entity or Trust \n\n\n\n\n\n Series 2026-3 \nAsset Backed Notes \n\n
\n _______________ \n\n\n\n\n\n Ford Credit Floorplan\nCorporation \nFord Credit Floorplan LLC \nDepositors	\n $      600,000,000 \n \n \n $         35,526,000	\n Class A\n 5.40% Asset Backed Notes \n \n Class B\n 5.56% Asset \n Backed Notes
\n \n\n Ford Motor Credit\nCompany LLC \nSponsor and Servicer \n\n\n\n\n\n _______________ \n\n\n\n Dealer Prospectus Delivery Obligation. Until 90 days after the date\nof this prospectus all dealers that effect transactions in these securities, whether or not participating in the offering, may be required\nto deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and for their\nunsold allotments or subscriptions.	\n\n\n\n _______________ \n\n\n\n PROSPECTUS \n _______________ \n\n\n Joint Bookrunners \n\n Barclays \n\n Deutsche Bank Securities \n\n Mizuho \n\n BMO Capital Markets \n\n J.P. Morgan \n\n Co-Managers \n BBVA \n\n US Bancorp \n\n Independence Point Securities \n\n Ramirez & Co., Inc \n

\n\n	\n

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