8-K 1 a8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC  20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2026 VERIZON MASTER TRUST (Exact name of Issuing Entity as specified in its charter) Commission File Numbers: 333-253034-01; 333-278415-01 Central Index Key: 0001844964 VERIZON ABS II LLC (Exact name of Depositor/Registrant as specified in its charter) Central Index Key: 0001836995 Delaware 333-253034; 333-278415 23-2259884 (State or other jurisdiction of incorporation of Registrant) (Commission File Numbers of Registrant) (IRS Employer Identification No. of Registrant) CELLCO PARTNERSHIP (Exact name of Sponsor as specified in its charter) Central Index Key: 0001175215 One Verizon Way Basking Ridge, New Jersey 07920 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 395-1000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Not applicable Not applicable Not applicable Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. [   ] Item 1.01 Entry into a Material
            Definitive Agreement . On March 5, 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 SMBC Nikko Securities America, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, acting on behalf
                of themselves and as representatives of the several underwriters named therein, for the sale of certain notes of Series 2026-1.  On or about March 13, 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 $1,102,623,000; (ii) Class A-1b Asset-Backed Notes with an initial note balance of $367,541,000; (iii) Class B Asset-Backed Notes with an initial note
                balance of $112,398,000; and (iv) Class C Asset-Backed Notes with an initial note balance of $67,438,000 (collectively, the “ Notes ”).  Attached as Exhibit 1.1 is the Underwriting Agreement. 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 2026-1 Account Control Agreement, to be dated as of the Closing Date (the “ Series 2026-1 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 2026-1 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 2026-1 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. Item 9.01. Financial Statements and Exhibits . (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, dated as of March 5, 2026, among the Trust, Cellco and SMBC Nikko Securities America,
                        Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, acting on behalf of themselves and as representatives of the several underwriters named in the agreement. 4.1 (1) Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, among the Trust, U.S.
                    Bank National Association, as master collateral agent (the “ Master Collateral Agent ”), Cellco, as servicer, and the creditor representatives from time to time party thereto. 4.2 Indenture, to be dated as of March 13, 2026, between the Trust and U.S. Bank Trust Company, National Association, as
                    indenture trustee and note paying agent. 10.1 (1) Amended and Restated Trust Agreement, dated as of May 25, 2021, between Verizon ABS II LLC, as
                    depositor (the “ Depositor ”) and Wilmington Trust, National Association, as owner trustee. 10.2 (1) Originator Receivables Transfer Agreement, dated as of May 25, 2021, between the originators party
                    thereto from time to time and the Depositor. 10.3 (1) Additional Transferor Receivables Transfer Agreement, dated as of May 25, 2021, among Verizon DPPA
                    Master Trust, Cellco, as servicer, and the Depositor. 10.4 (1) Transfer and Servicing Agreement, dated as of May 25, 2021, among the Trust, the Depositor and Cellco,
                    as servicer, marketing agent and custodian. 10.5 (1) Administration Agreement, dated as of May 25, 2021, between the Trust and Cellco, as administrator. 10.6 (1) Account Control Agreement, dated as of May 25, 2021, among the Trust, as grantor, U.S. Bank National
                    Association, as secured party, and U.S. Bank National Association, as financial institution. 10.7 Series 2026-1 Account Control Agreement, to be dated as of March 13, 2026, among the Trust, as grantor, U.S. Bank Trust
                    Company, National Association, as secured party, and U.S. Bank National Association, as financial institution. 10.8 (1) Parent Support Agreement, dated as of May 25, 2021, by Verizon Communications Inc. and accepted and
                    acknowledged by the Depositor, the Trust and the Master Collateral Agent. 10.9 Second Amended and Restated Asset Representations Review Agreement, dated as of April 23, 2024, among the Trust, Cellco, as
                    servicer, and Pentalpha Surveillance LLC, as asset representations reviewer. 36.1 Depositor Certification, dated March 5, 2026, for shelf offerings of asset-backed securities. 99.1 (2) Omnibus Amendment No. 1 to the Master Collateral Agency and Intercreditor Agreement, the Originator
                    Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement and the Transfer and Servicing Agreement, dated as of November 4, 2021, among the Trust, the Master Collateral Agent, the originators then party to
                    the Originator Receivables Transfer Agreement, the Depositor, Verizon DPPA Master Trust, and Cellco, as servicer, marketing agent, custodian and administrator. 99.2 (3) Omnibus Amendment No. 2 to the Master Collateral Agency and Intercreditor Agreement and the Amended and Restated Trust Agreement, dated as
                        of August 11, 2022, among the Trust, U.S. Bank National Association, as master collateral agent, Wilmington Trust, National Association, as owner trustee, Verizon DPPA True-up Trust, Verizon ABS II LLC and Cellco Partnership d/b/a
                        Verizon Wireless. 99.3 (4) Amendment No. 2 to the Additional Transferor Receivables Transfer Agreement, dated as of December 22,
                    2023, among Verizon DPPA Master Trust, Cellco, as servicer, and the Depositor. 99.4 (5) Amendment No. 3 to the Master Collateral Agency and Intercreditor Agreement, dated as of August 30,
                    2024, among the Trust, the Master Collateral Agent and Cellco, as administrator. 99.5 (6) Amendment No. 2 to the Amended and Restated Trust Agreement, dated as of June 20, 2025, among the
                    Depositor, Wilmington Trust, National Association, as owner trustee, Verizon DPPA True-up Trust and Cellco, as administrator of the Trust and as custodian of Verizon DPPA True-up Trust, and consented to by Royal Bank of Canada. 99.6 (7) Amendment No. 3 to the Amended and Restated Trust Agreement, dated as of September 30, 2025, among
                      the Depositor, Wilmington Trust, National Association, as owner trustee, Verizon DPPA True-up Trust and Cellco, as administrator of the Trust and as custodian of Verizon DPPA True-up Trust, and consented to by Royal Bank of Canada. _________ (1) Previously filed on Form 8-K on May 25, 2021. (2) Previously filed on Form 8-K on November 4, 2021. (3) Previously filed on Form 8-K on August 11, 2022. (4) Previously filed on Form 8-K on December 22, 2023. (5) Previously filed on Form 8-K on September 3, 2024. (6) Previously filed on Form 8-K on June 24, 2025. (7) Previously filed on Form 8-K on October 3, 2025. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
        the undersigned hereunto duly authorized. VERIZON ABS II LLC By: /s/ Timothy Schlock Name:   Timothy Schlock Title:     Vice President and Assistant Treasurer Date:  March 9, 2026

Verizon Master Trust entered into an underwriting agreement on March 5, 2026 to sell Series 2026-1 notes through four major underwriters, with closing expected March 13, 2026. This debt financing transaction impacts Verizon's capital structure and liquidity position.

On March 5, 2026, Verizon Master Trust entered into a Material Definitive Agreement, specifically an Underwriting Agreement, with Cellco Partnership d/b/a Verizon Wireless. The agreement involves the sale of certain notes of Series 2026-1 through underwriters SMBC Nikko Securities America, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., and Mizuho Securities USA LLC. The expected closing date for the transaction is on or about March 13, 2026. This agreement is significant as it facilitates the financing activities of Verizon, potentially impacting their liquidity and capital structure moving forward.

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