Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 10, 2025, 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 Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Mizuho Securities USA LLC and TD 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 2025-7. On or about September 16, 2025 (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 $601,430,000; (ii) Class A-1b Asset-Backed Notes with an initial note balance of $200,470,000; (iii) Class B Asset-Backed Notes with an initial note balance of $61,310,000; and (iv) Class C Asset-Backed Notes with an initial note balance of $36,790,000 (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 2025-7 Account Control Agreement, to be dated as of the Closing Date (the "Series 2025-7 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 2025-7 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 2025-7 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.