Verizon ABS II LLC has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Verizon ABS II LLC has filed with the SEC for more complete information about Verizon ABS II LLC, Verizon Master Trust and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Verizon ABS II LLC, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322.

Free Writing Prospectus dated July 28, 2022

$500,000,000⁽¹⁾

Series 2022-5 Asset Backed Notes

Verizon Master Trust

Issuing Entity or Trust

(CIK Number: 0001844964)

Verizon ABS II LLC

Depositor

(CIK Number: 0001836995)

Cellco Partnership d/b/a

Verizon Wireless

Sponsor and Servicer

(CIK Number: 0001175215)

The depositor has prepared a preliminary prospectus dated July 28, 2022, which describes the Series 2022-5 notes (the “notes”) issued by the issuing entity. You should review the preliminary prospectus in its entirety before deciding to purchase any of the notes.

Ratings

It is a condition to the issuance of the notes that they receive at least the indicated ratings from S&P Global Ratings (“S&P”) and Fitch Ratings, Inc. (“Fitch” and, together with S&P, the “rating agencies”) listed below.

	S&P	Fitch
Class A-1a notes	AAA (sf)	AAA sf
Class A-1b notes	AAA (sf)	AAA sf
Class B notes	AA (sf)	AA+ sf
Class C notes	A (sf)	AA- sf

________________

⁽¹⁾ The initial note balance of each class of notes may be increased or decreased, pro rata, on or before the day of pricing.

A security rating is not a recommendation to buy, sell or hold notes. The ratings of the notes address the likelihood of the payment of principal and interest on the notes according to their terms. Each rating agency rating the notes will monitor the ratings using its normal surveillance procedures. Any rating agency may change or withdraw an assigned rating at any time. If this happens, no person or entity will be obligated to provide any additional credit enhancement for the notes. Any rating action taken by one rating agency may not necessarily be taken by the other rating agency.

None of the sponsor, the originators, the additional transferor, the servicer, the depositor, the parent support provider, the marketing agent, the indenture trustee, the owner trustee, the master collateral agent, the asset representations reviewer, the underwriters or any of their respective affiliates will be required to monitor any changes to the ratings of the notes.

JOINT BOOKRUNNERS

BofA Securities

(sole structurer)

SMBC Nikko

TD Securities

Wells Fargo Securities

CO-MANAGERS

CastleOak Securities, L.P.

Ramirez & Co., Inc.

Siebert Williams Shank