Current Report · Items 1.01, 8.01, 9.01 · 8-K
Verizon Master Trust
Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On September 15, 2026, Verizon Master Trust (the “Trust”), a Delaware statutory trust, and Cellco Partnership d/b/a Verizon Wireless (“Cellco”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and U.S.…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2026,
Verizon Master Trust (the “Trust”), a Delaware statutory trust, and
Cellco Partnership d/b/a Verizon Wireless (“Cellco”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with
BofA Securities, Inc.,
SMBC Nikko Securities America, Inc., Truist Securities, Inc. and U.S. Bancorp
Investments, Inc., acting on behalf of themselves and as
representatives of the several underwriters named therein, for the sale of
certain notes of Series 2026-3. On or
about September 22, 2026 (the “Closing Date”), the Trust will issue the
following classes of notes in the following amounts: (i) Class A-1a
Asset-Backed Notes with an initial note balance of $826,008,000; (ii) Class A-1b
Asset-Backed Notes with an initial note balance of $65,000,000; (iii) Class B
Asset-Backed Notes with an initial note balance of $68,120,000; and (iv) Class C
Asset-Backed Notes with an initial note balance of $40,872,000 (collectively, the “Notes”). Attached as Exhibit 1.1 is the Underwriting
Agreement.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On the Closing Date, (a) the Trust, as issuer, and U.S. Bank Trust Company, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and note paying agent, will enter into an Indenture, to be dated as of the Closing Date (the “Indenture”), pursuant to which the Trust will
issue the Notes; and (b) the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, as financial institution, will enter into a Series 2026-3 Account Control Agreement, to be dated as of the Closing Date (the
“Series 2026-3 Account Control Agreement”), related to the pledge and grant of “control” (as such term is defined in the Uniform Commercial Code as in effect on the Closing Date in New York) of certain
accounts related to Series 2026-3 to the Indenture Trustee, on behalf of the holders of the Notes.
This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements to be executed in connection with the
issuance of the Notes, the forms of which were filed as exhibits to the related registration statement. Attached as Exhibit 4.2 is the form of the Indenture, as Exhibit 10.7 is the form of the Series 2026-3 Account Control Agreement, and
as Exhibit 10.9 is the Second Amended and Restated Asset Representations Review Agreement listed below.
In connection with the offering of the Notes, the chief executive officer of the registrant has made the certifications required by Paragraph I.B.1(a) of
Form SF-3. The certifications are included in the Depositor Certification attached as Exhibit 36.1, which is being filed as an exhibit to this Current Report on Form 8-K in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K.