Nissan closes $1.25B auto receivables securitization; notes issued Nov 25, 2025

On November 25, 2025 (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.

The Notes, with an aggregate principal balance of $1,250,000,000, were sold to Mizuho Securities USA LLC, BNP Paribas Securities Corp., MUFG Securities Americas Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Lloyds Securities Inc., and U.S. Bancorp Investments, Inc. (together, the “Underwriters”) pursuant to an Underwriting Agreement, dated as of November 18, 2025, by and among NARC II, NMAC and Mizuho Securities USA LLC, on behalf of itself and as the representative of the Underwriters.

On the Closing Date, Nissan Auto Receivables 2025-B Owner Trust (the “Issuing Entity”), a Delaware statutory trust established by a Trust Agreement dated as of October 13, 2025, 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.

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 $279,000,000 aggregate principal amount of Class A-1 Asset Backed Notes, $280,000,000 aggregate principal amount of Class A-2a Asset Backed Notes, $120,000,000 aggregate principal amount of Class A-2b Asset Backed Notes, $462,000,000 aggregate principal amount of Class A-3 Asset Backed Notes, $87,900,000 aggregate principal amount of Class A-4 Asset Backed Notes and $21,100,000 aggregate principal amount of Class B Asset Backed Notes (collectively, the “Notes”).

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.