Nissan Auto Receivables Corp. II

05/27/2026 | Press release | Distributed by Public on 05/27/2026 11:58

Material Agreement (Form 8-K)

ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.

On May 27, 2026 (the "Closing Date"), Nissan Auto Receivables Company II LLC ("NARC II") and Nissan Motor Acceptance Company LLC ("NMAC") entered into that certain Purchase Agreement, dated as of the Closing Date (the "Purchase Agreement"), pursuant to which NMAC transferred to NARC II certain retail motor-vehicle installment sales contracts relating to certain new, near-new and used automobiles and light-duty trucks (the "Receivables") and related property. On the Closing Date, Nissan Auto Receivables 2026-A Owner Trust (the "Issuing Entity"), a Delaware statutory trust established by a Trust Agreement dated as of April 9, 2026, as amended and restated by an Amended and Restated Trust Agreement dated as of the Closing Date (the "Amended and Restated Trust Agreement"), by and between NARC II, as depositor, Wilmington Trust, National Association, as owner trustee (the "Owner Trustee"), and U.S. Bank Trust Company, National Association, as certificate registrar and certificate paying agent, entered into that certain Sale and Servicing Agreement, dated as of the Closing Date (the "Sale and Servicing Agreement"), with NARC II, as seller, NMAC, as servicer, and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), pursuant to which the Receivables and related property were transferred to the Issuing Entity. On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into that certain Asset Representations Review Agreement, dated as of the Closing Date (the "Asset Representations Review Agreement"), relating to the review of certain representations relating to the Receivables. Also on the Closing Date, the Issuing Entity, the Indenture Trustee, as the secured party, and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary"), entered into that certain Securities Account Control Agreement, dated as of the Closing Date (the "Securities Account Control Agreement"), pursuant to which the Securities Intermediary will maintain certain accounts. Also on the Closing Date, the Issuing Entity caused the issuance, pursuant to an Indenture, dated as of the Closing Date (the "Indenture"), by and between the Issuing Entity, as issuer, and the Indenture Trustee, of $260,000,000 aggregate principal amount of Class A-1 Asset Backed Notes, $240,000,000 aggregate principal amount of Class A-2a Asset Backed Notes, $198,130,000 aggregate principal amount of Class A-2b Asset Backed Notes, $438,130,000 aggregate principal amount of Class A-3 Asset Backed Notes, $93,750,000 aggregate principal amount of Class A-4 Asset Backed Notes, $21,140,000 aggregate principal amount of Class B Asset Backed Notes and $17,300,000 aggregate principal amount of Class C Asset Backed Notes (collectively, the "Notes"). Also on the Closing Date, the Issuing Entity, as issuer, NMAC, as administrator and the Indenture Trustee entered into that certain Administration Agreement, dated as of the Closing Date (the "Administration Agreement"), relating to the provision by NMAC of certain services relating to the Notes. The Notes, with an aggregate principal balance of $1,268,450,000, were sold to Wells Fargo Securities, LLC, MUFG Securities Americas Inc., Mizuho Securities USA LLC, U.S. Bancorp Investments, Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., and Lloyds Securities Inc. (together, the "Underwriters") pursuant to an Underwriting Agreement, dated as of May 20. 2026, by and among NARC II, NMAC and Wells Fargo Securities, LLC, on behalf of itself and as the representative of the Underwriters. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File No. 333-279448).

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, as Exhibit 10.3 is the Administration Agreement, as Exhibit 10.4 is the Asset Representations Review Agreement, as Exhibit 10.5 is the Amended and Restated Trust Agreement and as Exhibit 10.6 is the Securities Account Control Agreement.

Nissan Auto Receivables Corp. II published this content on May 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 27, 2026 at 17:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]