Document

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

 For the transition period from ______ to ______

 Ford Credit Auto Lease Trust 2023-A
 (Exact name of issuing entity as specified in its charter)
 Commission File Number 333-265473-03
 Central Index Key Number 0001959048

 Ford Credit Auto Lease Two LLC
 (Exact name of depositor as specified in its charter)
 Commission File Number 333-265473
 Central Index Key Number 0001519881

 Ford Motor Credit Company LLC
 (Exact name of sponsor as specified in its charter)
 Central Index Key Number 0000038009

 Delaware
 (State or Other Jurisdiction of Incorporation of issuing entity)

 88-6231806
 (I.R.S. Employer Identification No. of issuing entity)

 c o BNY Mellon Trust of Delaware
 301 Bellevue Parkway, 3rd Floor
 Wilmington, Delaware
 (Address of Principal Executive Offices of issuing entity)

 19809
 (Zip Code)

 (302) 791-3610
 (Telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act None

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes x No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes x No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a-non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One)

 Large Accelerated Filer
 Non-Accelerated Filer x

 Accelerated Filer
 Smaller reporting company
 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
 REGISTRANT HAS NO VOTING OR NON-VOTING COMMON EQUITY OUTSTANDING HELD BY NON-AFFILIATES.

 The following Items have been omitted in accordance with General Instruction J to Form 10-K

 Item 1.
Item 1A.
Item 1C.
Item 2.
Item 3.
 Business
Risk Factors
Cybersecurity
Properties
Legal Proceedings

 Item 1B. Unresolved Staff Comments.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, except for Certain Derivatives Instruments (Financial Information).

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

 Item 1117 of Regulation AB. Legal Proceedings.

 The following Items have been omitted in accordance with General Instruction J to Form 10-K

 Item 5.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 Management's Discussion and Analysis of Financial Condition and Results of Operations
 Quantitative and Qualitative Disclosures About Market Risk
 Financial Statements and Supplementary Data
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 Controls and Procedures

 Item 9B. Other Information.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 The following Items have been omitted in accordance with General Instruction J to Form 10-K

 Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 Directors, Executive Officers and Corporate Governance.
 Executive Compensation.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 Certain Relationships and Related Transactions, and Director Independence.
 Principal Accountant Fees and Services.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
 Each of Ford Motor Credit Company LLC ("Ford Credit") and U.S. Bank National Association ("US Bank") (each, a "Servicing Participant") has been identified by the registrant as a party participating in the servicing function during the reporting period with respect to the pool assets held by Ford Credit Auto Lease Trust 2023-A (the "Trust"). Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a "Report on Assessment") as of December 31, 2023 and for the period from January 1, 2023 through December 31, 2023, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by an independent registered public accounting firm regarding its related Report on Assessment, which Attestation Reports are attached as exhibits to this Form 10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant.

 Item 1123 of Regulation AB. Servicing Compliance Statement.
 Ford Credit has been identified by the registrant as a servicer during the reporting period with respect to the pool assets held by the Trust. Ford Credit has provided a statement of compliance for the reporting period, signed by an authorized officer, and such compliance statement is attached as an exhibit to this Form 10-K.

 Item 15. Exhibits and Financial Statement and Schedules.

 (a) List of Documents Filed as Part of this Report
 (1) Not applicable.
 (2) Not applicable.
 (3) See Item 15(b) below.
 (b) Exhibits Required by Item 601 of Regulation S-K

 Exhibit Number

 Description

 3.1

 Certificate of Formation of Ford Credit Auto Lease Two LLC ("FCAL Two") (included in Exhibit 3.1 to the Registration Statement No. 333-208514, as filed with the Securities and Exchange Commission (the "Commission") on February 17, 2016, which is incorporated herein by reference).

 3.2

 Second Amended and Restated Limited Liability Company Agreement of FCAL Two (included in Exhibit 3.2 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 3.3

 Amended and Restated Certificate of Formation of CAB East LLC (included in Exhibit 3.3 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 3.4

 Second Amended and Restated Limited Liability Company Agreement of CAB East LLC (included in Exhibit 3.4 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 3.5

 Amended and Restated Certificate of Formation of CAB West LLC (included in Exhibit 3.5 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 3.6

 Second Amended and Restated Limited Liability Company Agreement of CAB West LLC (included in Exhibit 3.6 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 4.1

 Indenture, dated as of January 1, 2023, between the Trust and US Bank Trust Company, National Association ("USBTNA"), as indenture trustee (included in Exhibit 4.1 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 4.2

 Fifth Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated on June 29, 2023, among CAB East LLC, CAB West LLC, US Bank, Ford Credit and HTD Leasing LLC (included in Exhibit 4.1 to the Depositor's Form 8-K filed under Commission File No. 333-265473, as filed with the Commission on July 6, 2023, which is incorporated herein by reference).

 4.3

 2023-A Exchange Note Supplement, dated as of January 1, 2023, to the Fourth Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated June 4, 2021, among CAB East LLC, CAB West LLC, US Bank, HTD Leasing LLC and Ford Credit (included in Exhibit 4.3 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.1

 Second Amended and Restated Trust Agreement, dated as of January 1, 2023, between FCAL Two and The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (included in Exhibit 4.2 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.2

 Exchange Note Purchase Agreement, dated as of January 1, 2023, between Ford Credit and FCAL Two (included in Exhibit 10.2 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.3

 Exchange Note Sale Agreement, dated as of January 1, 2023, between FCAL Two and the Trust (included in Exhibit 10.3 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.4

 Fourth Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated on June 29, 2023, among CAB East LLC, CAB West LLC, Ford Credit and HTD Leasing LLC (included in Exhibit 10.1 to the Depositor's Form 8-K filed under Commission File No. 333-265473, as filed with the Commission on July 6, 2023, which is incorporated herein by reference).

 10.5

 2023-A Servicing Supplement, dated as of January 1, 2023, to Third Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated on September 1, 2019, among Ford Credit, CAB East LLC, CAB West LLC, and HTD Leasing LLC (included in Exhibit 10.5 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023 which is incorporated herein by reference).

 10.6

 Second Amended and Restated Administration Agreement, dated as of July 22, 2005, as amended and restated on December 1, 2015, among HTD Leasing LLC, US Bank and Ford Credit (included in Exhibit 10.6 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 10.7

 Administration Agreement, dated as of January 1, 2023, between the Trust and Ford Credit (included in Exhibit 10.7 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.8

 Account Control Agreement, dated as of January 1, 2023, between the Trust, USBTNA and US Bank (included in Exhibit 10.8 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.9

 Titling Company Account Control Agreement, dated as of January 1, 2023, between CAB East LLC, CAB West LLC, USBTNA and US Bank (included in Exhibit 10.9 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.10

 Asset Representations Review Agreement, dated as of January 1, 2023, among Ford Credit, the Trust and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (included in Exhibit 10.10 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 31.1

 Certification of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 33.1

 Report on Assessment of Compliance with Servicing Criteria for Ford Credit.

 33.2

 Report on Assessment of Compliance with Servicing Criteria for US Bank.

 34.1

 Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Ford Credit.

 34.2

 Attestation Report of Ernst Young LLP on Assessment of Compliance with Servicing Criteria relating to US Bank.

 35.1

 Servicer Compliance Statement of Ford Credit.

 (c) Not applicable.

 SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF
THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

 No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Ford Credit Auto Lease Trust 2023-A
 (Issuing entity)

 By Ford Motor Credit Company LLC
 (Servicer)

 By s Jason C. Behnke
 Jason C. Behnke
 Vice President - Assistant Treasurer
 (senior officer of Servicer in charge of servicing function)

 March 21, 2024


Document

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

 For the transition period from ______ to ______

 Ford Credit Auto Lease Trust 2023-A
 (Exact name of issuing entity as specified in its charter)
 Commission File Number 333-265473-03
 Central Index Key Number 0001959048

 Ford Credit Auto Lease Two LLC
 (Exact name of depositor as specified in its charter)
 Commission File Number 333-265473
 Central Index Key Number 0001519881

 Ford Motor Credit Company LLC
 (Exact name of sponsor as specified in its charter)
 Central Index Key Number 0000038009

 Delaware
 (State or other jurisdiction of incorporation of issuing entity)

 88-6231806
 (I.R.S. Employer Identification No. of issuing entity)

 c o BNY Mellon Trust of Delaware
 301 Bellevue Parkway, 3rd Floor
 Wilmington, Delaware
 (Address of principal executive offices of issuing entity)

 19809
 (Zip Code)

 (302) 791-3610
 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act None

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes x No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes x No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a-non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One)

 Large Accelerated Filer
 Non-Accelerated Filer x

 Accelerated Filer
 Smaller reporting company
 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
 REGISTRANT HAS NO VOTING OR NON-VOTING COMMON EQUITY OUTSTANDING HELD BY NON-AFFILIATES.

 The following Items have been omitted in accordance with General Instruction J to Form 10-K

 Item 1.
Item 1A.
Item 1C.
Item 2.
Item 3.
 Business
Risk Factors
Cybersecurity
Properties
Legal Proceedings

 Item 1B. Unresolved Staff Comments.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, except for Certain Derivatives Instruments (Financial Information).

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

 Item 1117 of Regulation AB. Legal Proceedings.

 The following Items have been omitted in accordance with General Instruction J to Form 10-K

 Item 5.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 Management's Discussion and Analysis of Financial Condition and Results of Operations
 Quantitative and Qualitative Disclosures About Market Risk
 Financial Statements and Supplementary Data
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 Controls and Procedures

 Item 9B. Other Information.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 The following Items have been omitted in accordance with General Instruction J to Form 10-K

 Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 Directors, Executive Officers and Corporate Governance
 Executive Compensation
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Certain Relationships and Related Transactions, and Director Independence
 Principal Accountant Fees and Services

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
 Each of Ford Motor Credit Company LLC ("Ford Credit") and U.S. Bank National Association ("US Bank") (each, a "Servicing Participant") has been identified by the registrant as a party participating in the servicing function during the reporting period with respect to the pool assets held by Ford Credit Auto Lease Trust 2023-A (the "Trust"). Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a "Report on Assessment") as of December 31, 2024 and for the period from January 1, 2024 through December 31, 2024, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by an independent registered public accounting firm regarding its related Report on Assessment, which Attestation Reports are attached as exhibits to this Form 10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant.

 Item 1123 of Regulation AB. Servicing Compliance Statement.
 Ford Credit has been identified by the registrant as a servicer during the reporting period with respect to the pool assets held by the Trust. Ford Credit has provided a statement of compliance for the reporting period, signed by an authorized officer, and such compliance statement is attached as an exhibit to this Form 10-K.

 Item 15. Exhibits and Financial Statement and Schedules.

 (a) List of Documents Filed as Part of this Report
 (1) Not applicable.
 (2) Not applicable.
 (3) See Item 15(b) below.
 (b) Exhibits Required by Item 601 of Regulation S-K

 Exhibit Number

 Description

 3.1

 Certificate of Formation of Ford Credit Auto Lease Two LLC ("FCAL Two") (included in Exhibit 3.1 to the Registration Statement No. 333-208514, as filed with the Securities and Exchange Commission (the "Commission") on February 17, 2016, which is incorporated herein by reference).

 3.2

 Second Amended and Restated Limited Liability Company Agreement of FCAL Two (included in Exhibit 3.2 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 3.3

 Amended and Restated Certificate of Formation of CAB East LLC (included in Exhibit 3.3 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 3.4

 Second Amended and Restated Limited Liability Company Agreement of CAB East LLC (included in Exhibit 3.4 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 3.5

 Amended and Restated Certificate of Formation of CAB West LLC (included in Exhibit 3.5 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 3.6

 Second Amended and Restated Limited Liability Company Agreement of CAB West LLC (included in Exhibit 3.6 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 4.1

 Indenture, dated as of January 1, 2023, between the Trust and US Bank Trust Company, National Association ("USBTNA"), as indenture trustee (included in Exhibit 4.1 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 4.2

 Fifth Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated on June 29, 2023, among CAB East LLC, CAB West LLC, US Bank, Ford Credit and HTD Leasing LLC (included in Exhibit 4.1 to the Depositor's Form 8-K filed under Commission File No. 333-265473, as filed with the Commission on July 6, 2023, which is incorporated herein by reference).

 4.3

 2023-A Exchange Note Supplement, dated as of January 1, 2023, to the Fourth Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated June 4, 2021, among CAB East LLC, CAB West LLC, US Bank, HTD Leasing LLC and Ford Credit (included in Exhibit 4.3 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.1

 Second Amended and Restated Trust Agreement, dated as of January 1, 2023, between FCAL Two and The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (included in Exhibit 4.2 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.2

 Exchange Note Purchase Agreement, dated as of January 1, 2023, between Ford Credit and FCAL Two (included in Exhibit 10.2 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.3

 Exchange Note Sale Agreement, dated as of January 1, 2023, between FCAL Two and the Trust (included in Exhibit 10.3 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.4

 Fourth Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated on June 29, 2023, among CAB East LLC, CAB West LLC, Ford Credit and HTD Leasing LLC (included in Exhibit 10.1 to the Depositor's Form 8-K filed under Commission File No. 333-265473, as filed with the Commission on July 6, 2023, which is incorporated herein by reference).

 10.5

 2023-A Servicing Supplement, dated as of January 1, 2023, to Third Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated on September 1, 2019, among Ford Credit, CAB East LLC, CAB West LLC, and HTD Leasing LLC (included in Exhibit 10.5 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023 which is incorporated herein by reference).

 10.6

 Second Amended and Restated Administration Agreement, dated as of July 22, 2005, as amended and restated on December 1, 2015, among HTD Leasing LLC, US Bank and Ford Credit (included in Exhibit 10.6 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 10.7

 Administration Agreement, dated as of January 1, 2023, between the Trust and Ford Credit (included in Exhibit 10.7 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.8

 Account Control Agreement, dated as of January 1, 2023, between the Trust, USBTNA and US Bank (included in Exhibit 10.8 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.9

 Titling Company Account Control Agreement, dated as of January 1, 2023, between CAB East LLC, CAB West LLC, USBTNA and US Bank (included in Exhibit 10.9 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 10.10

 Asset Representations Review Agreement, dated as of January 1, 2023, among Ford Credit, the Trust and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (included in Exhibit 10.10 to the Trust's Form 8-K filed under Commission File No. 333-265473-03, as filed with the Commission on January 24, 2023, which is incorporated herein by reference).

 31.1

 Certification of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 33.1

 Report on Assessment of Compliance with Servicing Criteria for Ford Credit.

 33.2

 Report on Assessment of Compliance with Servicing Criteria for US Bank.

 34.1

 Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Ford Credit.

 34.2

 Attestation Report of Ernst Young LLP on Assessment of Compliance with Servicing Criteria relating to US Bank.

 35.1

 Servicer Compliance Statement of Ford Credit.

 (c) Not applicable.

 SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF
THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

 No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Ford Credit Auto Lease Trust 2023-A
 (Issuing entity)

 By Ford Motor Credit Company LLC
 (Servicer)

 By s Jason C. Behnke
 Jason C. Behnke
 Vice President - Assistant Treasurer
 (senior officer of Servicer in charge of servicing function)

 March 24, 2025


Document

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended February 29, 2024
 OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from_____to_____

 Commission File Number of issuing entity 333-260819-05

 Central Index Key Number of issuing entity 0001959426

 CARMAX AUTO OWNER TRUST 2023-1
 (Exact name of the Issuing Entity as specified in its charter)

 Commission File Number of depositor 333-260819

 Central Index Key Number of depositor 0001259380

 CARMAX AUTO FUNDING LLC
 (Exact name of the Depositor as specified in its charter)

 Central Index Key Number of sponsor (if applicable) 0001601902

 CARMAX BUSINESS SERVICES, LLC
 (Exact name of the Sponsor as specified in its charter)

 Delaware
 (State or other jurisdiction of incorporation or organization for the Issuing Entity and the Depositor)

 88-6784392
 (I.R.S. Employer Identification No. for the Issuing Entity)

 01-0794037
 (I.R.S. Employer Identification No. for the Depositor)

 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, VA 23238
 (Address of principal executive offices, Zip Code)

 (804) 935-4512
 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act None

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No (The registrant is not currently required to submit such files)

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one)

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer (do not check if a smaller reporting company)

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter Not applicable.

 DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated (1) Any annual report to security holders (2) Any proxy or information statement and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 1.
 Business.

 Item 1A.
 Risk Factors.

 Item 2.
 Properties.

 Item 3.
 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.
 None.

 Item 4. Mine Safety Disclosures.
 Not applicable.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

 No single obligor represents 10% or more of the pool assets held by CarMax Auto Owner Trust 2023-1 (the Issuing Entity).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

 No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Issuing Entity or payments on the asset-backed notes (the Notes) issued by the Issuing Entity.

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

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

 Item 1117 of Regulation AB. Legal Proceedings.

 There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against CarMax Business Services, LLC (the "Sponsor" and, in its role as the servicer, the "Servicer"), CarMax Auto Funding LLC (the "Depositor"), Wilmington Trust, National Association (the "Indenture Trustee"), the Issuing Entity or the other parties described in Item 1117 of Regulation AB, or of which any property of the foregoing is the subject, that are material to holders of the Notes.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

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

 Item 6.
 Selected Financial Data.

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

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

 Item 8.
 Financial Statements and Supplementary Data.

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

 Item 9A.
 Controls and Procedures

 Item 9B. Other Information.

 None.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 10.
 Directors, Executive Officers and Corporate Governance.

 Item 11.
 Executive Compensation.

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

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

 Item 14.
 Principal Accountant Fees and Services.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

 The Servicer and the Indenture Trustee (collectively, the "Servicing Parties") have been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a Servicing Report), which Servicing Reports are attached as exhibits to this report on Form 10-K. In addition, each of the Servicing Parties has provided an attestation report under Item 1122 of Regulation AB (each, an Attestation Report) by an independent registered public accounting firm, which reports are also attached as exhibits to this report on Form 10-K. Neither of the Servicing Reports provided by the Servicer or the Indenture Trustee nor the Attestation Reports provided by the Servicer or the Indenture Trustee has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party.

 Item 1123 of Regulation AB. Servicer Compliance Statement.

 The Servicer has been identified by the registrant as a servicer with respect to the asset pool held by the Issuing Entity. The Servicer has completed a statement of compliance (a Compliance Statement) signed by an authorized officer of the Servicer. The Compliance Statement is attached as an exhibit to this report on Form 10-K.

 Item 15. Exhibits and Financial Statement Schedules.

 (a)(1)
 Not applicable.

 (a)(2)
 Not applicable.

 (a)(3)
 The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 (b)
 The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 (c)
 Not applicable.

 Item 16. Form 10-K Summary.

 None.

 Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

 No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date May 21, 2024

 CARMAX AUTO OWNER TRUST 2023-1

 By
 CarMax Auto Funding LLC,

 as Depositor on behalf of CarMax Auto Owner Trust 2023-1

 By
 s Greg Dostich

 Name
 Greg Dostich

 Title
 Vice President and Treasurer

 (Senior officer in charge of securitization)

 EXHIBIT INDEX

 Exhibit Number

 Description of Exhibit

 3.1

 Certificate of Formation of CarMax Auto Funding LLC.*

 3.2

 Amended and Restated Limited Liability Company Agreement of CarMax Auto Funding LLC dated as of December 1, 2004.**

 4.1

 Indenture dated as of January 1, 2023 between the Issuing Entity and Wilmington Trust, National Association, as indenture trustee (including forms of the Notes).***

 4.2

 Amended and Restated Trust Agreement dated as of January 1, 2023 between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee.***

 31.1

 Rule 13a-14(d) 15d-14(d) Certification of CarMax Auto Funding LLC (Section 302 Certification).

 33.1

 Report on Assessment of Compliance with Applicable Servicing Criteria of CarMax Business Services, LLC.

 33.2

 Report on Assessment of Compliance with Applicable Servicing Criteria of Wilmington Trust, National Association.

 34.1

 Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of CarMax Business Services, LLC.

 34.2

 Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers LLP, on behalf of Wilmington Trust, National Association.

 35.1

 Annual Servicing Compliance Statement of CarMax Business Services, LLC.

 99.1

 Sale and Servicing Agreement dated as of January 1, 2023 among the Issuing Entity, CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC, as servicer.***

 99.2

 Receivables Purchase Agreement dated as of January 1, 2023 between CarMax Business Services, LLC, as seller, and CarMax Auto Funding LLC, as purchaser.***

 99.3

 Administration Agreement dated as of January 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as administrator, and Wilmington Trust, National Association, as indenture trustee.***

 99.4

 Asset Representations Review Agreement dated as of January 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.***

 ________________________________________________________________________

 *

 Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on September 26, 2003 (File No. 333-107925).

 **

 Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on August 4, 2005 (File No. 333-127189).

 ***

 Incorporated by reference from the current report on Form 8-K of CarMax Auto Funding LLC and the Issuing Entity filed on January 23, 2023 (File No. 333-107925 and File No. 333-260819-05).


Document

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended February 28, 2025
 OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from_____to_____

 Commission File Number of issuing entity 333-260819-05

 Central Index Key Number of issuing entity 0001959426

 CARMAX AUTO OWNER TRUST 2023-1
 (Exact name of the Issuing Entity as specified in its charter)

 Commission File Number of depositor 333-260819

 Central Index Key Number of depositor 0001259380

 CARMAX AUTO FUNDING LLC
 (Exact name of the Depositor as specified in its charter)

 Central Index Key Number of sponsor (if applicable) 0001601902

 CARMAX BUSINESS SERVICES, LLC
 (Exact name of the Sponsor as specified in its charter)

 Delaware
 (State or other jurisdiction of incorporation or organization for the Issuing Entity and the Depositor)

 88-6784392
 (I.R.S. Employer Identification No. for the Issuing Entity)

 01-0794037
 (I.R.S. Employer Identification No. for the Depositor)

 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, VA 23238
 (Address of principal executive offices, Zip Code)

 (804) 935-4512
 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act None

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No (The registrant is not currently required to submit such files)

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one)

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer (do not check if a smaller reporting company)

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter Not applicable.

 DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated (1) Any annual report to security holders (2) Any proxy or information statement and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 1.
 Business.

 Item 1A.
 Risk Factors.

 Item 2.
 Properties.

 Item 3.
 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.
 None.

 Item 4. Mine Safety Disclosures.
 Not applicable.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

 No single obligor represents 10% or more of the pool assets held by CarMax Auto Owner Trust 2023-1 (the Issuing Entity).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

 No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Issuing Entity or payments on the asset-backed notes (the Notes) issued by the Issuing Entity.

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

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

 Item 1117 of Regulation AB. Legal Proceedings.

 There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against CarMax Business Services, LLC (the "Sponsor" and, in its role as the servicer, the "Servicer"), CarMax Auto Funding LLC (the "Depositor"), Wilmington Trust, National Association (the "Indenture Trustee"), the Issuing Entity or the other parties described in Item 1117 of Regulation AB, or of which any property of the foregoing is the subject, that are material to holders of the Notes.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

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

 Item 6.
 Selected Financial Data.

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

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

 Item 8.
 Financial Statements and Supplementary Data.

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

 Item 9A.
 Controls and Procedures

 Item 9B. Other Information.

 None.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 10.
 Directors, Executive Officers and Corporate Governance.

 Item 11.
 Executive Compensation.

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

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

 Item 14.
 Principal Accountant Fees and Services.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

 The Servicer and the Indenture Trustee (collectively, the "Servicing Parties") have been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a Servicing Report), which Servicing Reports are attached as exhibits to this report on Form 10-K. In addition, each of the Servicing Parties has provided an attestation report under Item 1122 of Regulation AB (each, an Attestation Report) by an independent registered public accounting firm, which reports are also attached as exhibits to this report on Form 10-K. Neither of the Servicing Reports provided by the Servicer or the Indenture Trustee nor the Attestation Reports provided by the Servicer or the Indenture Trustee has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party.

 Item 1123 of Regulation AB. Servicer Compliance Statement.

 The Servicer has been identified by the registrant as a servicer with respect to the asset pool held by the Issuing Entity. The Servicer has completed a statement of compliance (a Compliance Statement) signed by an authorized officer of the Servicer. The Compliance Statement is attached as an exhibit to this report on Form 10-K.

 Item 15. Exhibits and Financial Statement Schedules.

 (a)(1)
 Not applicable.

 (a)(2)
 Not applicable.

 (a)(3)
 The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 (b)
 The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 (c)
 Not applicable.

 Item 16. Form 10-K Summary.

 None.

 Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

 No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date May 23, 2025

 CARMAX AUTO OWNER TRUST 2023-1

 By
 CarMax Auto Funding LLC,

 as Depositor on behalf of CarMax Auto Owner Trust 2023-1

 By
 s Greg Dostich

 Name
 Greg Dostich

 Title
 Vice President and Treasurer

 (Senior officer in charge of securitization)

 EXHIBIT INDEX

 Exhibit Number

 Description of Exhibit

 3.1

 Certificate of Formation of CarMax Auto Funding LLC.*

 3.2

 Amended and Restated Limited Liability Company Agreement of CarMax Auto Funding LLC dated as of December 1, 2004.**

 4.1

 Indenture dated as of January 1, 2023 between the Issuing Entity and Wilmington Trust, National Association, as indenture trustee (including forms of the Notes).***

 4.2

 Amended and Restated Trust Agreement dated as of January 1, 2023 between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee.***

 31.1

 Rule 13a-14(d) 15d-14(d) Certification of CarMax Auto Funding LLC (Section 302 Certification).

 33.1

 Report on Assessment of Compliance with Applicable Servicing Criteria of CarMax Business Services, LLC.

 33.2

 Report on Assessment of Compliance with Applicable Servicing Criteria of Wilmington Trust, National Association.

 34.1

 Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of CarMax Business Services, LLC.

 34.2

 Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers LLP, on behalf of Wilmington Trust, National Association.

 35.1

 Annual Servicing Compliance Statement of CarMax Business Services, LLC.

 99.1

 Sale and Servicing Agreement dated as of January 1, 2023 among the Issuing Entity, CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC, as servicer.***

 99.2

 Receivables Purchase Agreement dated as of January 1, 2023 between CarMax Business Services, LLC, as seller, and CarMax Auto Funding LLC, as purchaser.***

 99.3

 Administration Agreement dated as of January 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as administrator, and Wilmington Trust, National Association, as indenture trustee.***

 99.4

 Asset Representations Review Agreement dated as of January 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.***

 ________________________________________________________________________

 *

 Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on September 26, 2003 (File No. 333-107925).

 **

 Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on August 4, 2005 (File No. 333-127189).

 ***

 Incorporated by reference from the current report on Form 8-K of CarMax Auto Funding LLC and the Issuing Entity filed on January 23, 2023 (File No. 333-107925 and File No. 333-260819-05).