EX-1.1(2) 3 d947334dex112.htm EX-1.1(2) EX-1.1(2)

Exhibit 1.1.2

Execution

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES CLASS A(2025-1)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: September 9, 2025

 

To:

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CAPITAL ONE FUNDING, LLC

 

Re:

Underwriting Agreement, dated September 9, 2025, relating to Class A(2025-1)

Series Designation: Card series

Registration Statement:  Nos. 333-285591, 333-285591-01 and 333-285591-02

Terms of the Notes:

 

Initial
Principal Amount		        Interest
Rate or Formula		         Price to
Public(1)
$750,000,000         3.82%          99.98104%

 

(1) 

Plus accrued interest, if any, at the applicable rate from September 16, 2025

Interest Payment Dates:

The 15th day of each calendar month (or, if not a business day, the next succeeding business day), beginning in November 2025.

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.

Owner Trustee: Deutsche Bank Trust Company Delaware.

Indenture Trustee: The Bank of New York Mellon.

Indenture: The Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and March 17, 2016, and as further amended by the First Amendment thereto, dated as of October 1, 2022, between Capital One Multi-asset Execution Trust, as issuer (the “Issuer”), and the Indenture Trustee.

Asset Pool Supplement: The Asset Pool 1 Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of October 1, 2022, between the Issuer and the Indenture Trustee.

Indenture Supplement: The Card series Indenture Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016, between the Issuer and the Indenture Trustee.

Terms Document: The Class A(2025-1) Terms Document, dated as of September 16, 2025.

Pooling and Servicing Agreement: The Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007, and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017, the Second Amendment thereto, dated as of October 1, 2022, and the Third Amendment thereto, dated as of March 17, 2023, among Capital One Funding, LLC, as transferor, Capital One, National Association (as successor to Capital One Bank (USA), National Association), as servicer, and The Bank of New York Mellon, as trustee for the Capital One Master Trust.

Purchase Price:

The purchase price payable by the Underwriters for the Notes covered by this Agreement will be 99.73104% of the principal amount of Notes to be issued.

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:

 

         
Discounts and
Commissions		         Price
Concessions		         

Reallowance

 

0.25000%        not in excess of 0.15000%         not in excess of 0.07500%

Reimbursement of Expenses:

The Underwriters shall reimburse the Company for an amount not to exceed $0.00 for application towards expenses.

 

2

161833143 COMET Class A(2025-1)

Terms Agreement

Time of Sale: 11:03 a.m. (Eastern Time (U.S.)) on September 9, 2025 (the time the first contract of sale was entered into as designated by the Representatives).

Closing Date:

Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be September 16, 2025, 10:00 a.m., New York City time.

Location of Closing:

Orrick, Herrington & Sutcliffe LLP

2100 Pennsylvania Avenue NW

Washington, D.C. 20037

Address for Notice to Representatives:

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

MAC D1086-051

Charlotte, North Carolina 28202

Barclays Capital Inc.

745 Seventh Avenue, 5th Floor

New York, New York 10019

BofA Securities, Inc.

One Bryant Park, 11th Floor

New York, New York 10036

Scotia Capital (USA) Inc.

250 Vesey Street, 23rd & 24th Floors

New York, New York 10281

Underwriters’ Foreign Jurisdiction Distributions:

Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales).

 

3

161833143 COMET Class A(2025-1)

Terms Agreement

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 principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto.

 

WELLS FARGO SECURITIES, LLC,  

as an Underwriter and as a Representative of

the Underwriters named on Schedule I

hereto

By:       /s/ Caleb Keitt  
  Name: Caleb Keitt  
  Title: Executive Director  
BARCLAYS CAPITAL INC.,

as an Underwriter and as a Representative of

the Underwriters named on Schedule I

hereto

By:       /s/ Linda Zhou  
  Name: Linda Zhou  
  Title: Director  
BOFA SECURITIES, INC.,

as an Underwriter and as a Representative of

the Underwriters named on Schedule I

hereto

By:       /s/ Lauren Burke Kohr  
  Name: Lauren Burke Kohr  
  Title: Managing Director  
SCOTIA CAPITAL (USA) INC.,

as an Underwriter and as a Representative of

the Underwriters named on Schedule I

hereto

By:       /s/ Don Sivick    
  Name: Don Sivick  
  Title: Managing Director  

 

COMET Class A(2025-1) Terms Agreement

Accepted:
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
By:   Capital One Funding, LLC, not in its individual
  capacity but solely as Beneficiary on behalf of the Issuer
By:       /s/ Eric D. Bauder  
  Name:   Eric D. Bauder       
  Title:   Assistant Vice President  
CAPITAL ONE FUNDING, LLC
  as Transferor and as Company
By:       /s/ Eric D. Bauder  
  Name:   Eric D. Bauder  
  Title:   Assistant Vice President  
CAPITAL ONE, NATIONAL ASSOCIATION
  as Seller
By:       /s/ Franco E. Harris  
  Name:   Franco E. Harris  
  Title:   Managing Vice President,  
    Corporate Treasury, Treasurer  

 

COMET Class A(2025-1) Terms Agreement

SCHEDULE I

Card series Class A(2025-1) Notes

 

Underwriters

    Principal Amount  

Wells Fargo Securities, LLC

    $ 168,750,000  

Barclays Capital Inc.

    $ 168,750,000  

BofA Securities, Inc.

    $ 168,750,000  

Scotia Capital (USA) Inc.

    $ 168,750,000  

Academy Securities, Inc.

    $ 18,750,000  

Cabrera Capital Markets LLC

    $ 18,750,000  

CastleOak Securities, L.P.

    $ 18,750,000  

Siebert Williams Shank & Co., LLC

    $ 18,750,000  
  

 

 

  

Total:

    $ 750,000,000