WF Card Issuance Trust Class A (2025-1) Asset Backed Notes Terms Agreement (June 2025)
This agreement, dated June 3, 2025, is between WF Card Funding, LLC, WF Card Issuance Trust, Wells Fargo Bank, National Association, and a group of underwriters led by Wells Fargo Securities, LLC. It sets the terms for the sale of $1.5 billion in Class A (2025-1) asset-backed notes, including interest rate, payment dates, purchase price, and underwriting commissions. The underwriters agree to purchase the notes at a specified price, with closing scheduled for June 10, 2025. The agreement incorporates the terms of a previously executed underwriting agreement.
Exhibit 1.1.2
EXECUTION
WF CARD ISSUANCE TRUST
SERIES CLASS A(2025-1)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: June 3, 2025
| To: | WF CARD FUNDING, LLC | |
| Re: | Underwriting Agreement dated June 3, 2025 | |
| Series Designation: Class A(2025-1) | ||
Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.
Terms of the Notes:
| Initial Principal Amount | Interest Rate or Formula | Price to Public | ||
| $1,500,000,000 | 4.34% per year | 99.99834% | ||
Interest Payment Dates: The 15th day of each calendar month or if that day is not a Business Day, as defined in the Indenture, the next succeeding Business Day, commencing in July 2025.
Indenture: The Indenture, dated as of November 14, 2023, among WF Card Issuance Trust, as Issuer, U.S. Bank Trust Company, National Association, as Indenture Trustee and as Note Registrar, and U.S. Bank National Association, as Bank.
Indenture Supplement: The WFCardSeries Indenture Supplement, dated as of November 14, 2023, among WF Card Issuance Trust, as Issuer, U.S. Bank Trust Company, National Association, as Indenture Trustee and as Note Registrar, and U.S. Bank National Association, as Bank.
Terms Document: The Class A(2025-1) Terms Document, dated as of June 10, 2025.
Servicing Agreement: The Servicing Agreement, dated as of November 14, 2023, among WF Card Issuance Trust, as Issuer, WF Card Funding, LLC, as Holder of the Transferor Interest, and Wells Fargo Bank, National Association, as Servicer.
1
Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued:
| Per Class A(2025-1) Note: | 99.74834 | % |
Registration Statement: 333-279409, 333-279409-01.
Underwriting Commissions, Concessions and Discounts: The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:
| Underwriting Discounts and Concessions | Selling Concessions | Reallowance | ||
| 0.25000% | 0.1500% | 0.075% | ||
Time of Sale: 12:05 p.m. (Eastern Time) on June 3, 2025.
Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company, WFBNA and the Issuing Entity hereby agree that the Closing Date shall be June 10, 2025, 10:00 a.m., New York City time.
Location of Closing: Orrick Herrington & Sutcliffe LLP, 2100 Pennsylvania Avenue NW, Washington, D.C. 20037.
Payment for the Notes: The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the above referenced Class A(2025-1) Notes set forth opposite its name on Schedule I hereto.
2
Each of the Underwriters agrees, severally and not jointly, subject to the terms and provisions of the above referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the above referenced Class A(2025-1) Notes set forth opposite its name on Schedule I hereto.
| WELLS FARGO SECURITIES, LLC, | ||
| As Underwriter or as the Representative of the Underwriters named in Schedule I to the Terms Agreement | ||
| By: /s/ Austin Vanassa | ||
| Name: Austin Vanassa | ||
| Title: Managing Director | ||
3
| Accepted: | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Kristine Kinzle | |
| Name: Kristine Kinzle | ||
| Title: Executive Director | ||
| WF CARD ISSUANCE TRUST | ||
| By: | WF CARD FUNDING, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity | |||
| By: | /s/ Abigail Baric | |
| Name: Abigail Baric | ||
| Title: Vice President | ||
| WF CARD FUNDING, LLC | ||
| By: | /s/ Abigail Baric | |
| Name: Abigail Baric | ||
| Title: Vice President | ||
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SCHEDULE I
UNDERWRITERS
$1,500,000,000 Principal Amount of WFCardSeries Class A(2025-1) Notes
| Underwriters | Principal Amount | |||
| Wells Fargo Securities, LLC | $ | 1,250,250,000.00 | ||
| Academy Securities, Inc. | $ | 49,950,000.00 | ||
| BMO Capital Markets Corp. | $ | 49,950,000.00 | ||
| CastleOak Securities, L.P. | $ | 49,950,000.00 | ||
| Santander US Capital Markets LLC | $ | 49,950,000.00 | ||
| Siebert Williams Shank & Co., LLC | $ | 49,950,000.00 | ||
Schedule I
