UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~January 2415, ~~2024~~2025

NISSAN AUTO LEASE TRUST ~~2024~~2025-BA

(Exact name of Issuing Entity as specified in its charter with respect to the Notes)

Central Index Key Number: ~~0002029406~~0002050756

NISSAN AUTO LEASING LLC II

(Exact name of Depositor as specified in its charter and Transferor of the Series Certificate to the Issuing Entity)

Central Index Key Number: 0001244832

NISSAN-INFINITI LT LLC

(Exact name of Issuer as specified in its charter with respect to the Series Certificate)

Central Index Key Number: 0001244827

NISSAN MOTOR ACCEPTANCE COMPANY LLC

(Exact name of Sponsor as specified in its charter)

Central Index Key Number: 0001540639

DELAWARE	333-~~258304~~282606-0702	9933-~~6611338~~6613195
(State or Other Jurisdiction of Incorporation of Issuing Entity)	(Commission File Number of Issuing Entity)	(IRS Employer Identification No. of Issuing Entity)
ONE NISSAN WAY ROOM 5-124 FRANKLIN, TENNESSEE		37067
(Address of principal executive offices)		(Zip Code)

ONE NISSAN WAY

ROOM 5-124

FRANKLIN, TENNESSEE

37067

(Address of principal executive offices)

(Zip Code)

(615) 725-1127

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01.

Entry into a Material Definitive Agreement

On ~~July~~January 2415, ~~2024~~2025, ~~(the~~Nissan Auto Leasing LLC II (“~~Closing~~NALL ~~Date~~II”), ~~NILT~~and Nissan Motor Acceptance Company LLC (~~defined below~~“NMAC”) ~~created~~entered into aan ~~separate~~Underwriting ~~series~~Agreement, ofdated ~~limited~~as ~~liability~~of ~~company~~January 15, ~~interest~~ 2025 (the “~~2024-B~~Underwriting ~~Series~~Agreement”), inwith ~~Nissan-Infiniti~~Citigroup LTGlobal ~~LLC~~Markets Inc., aon ~~Delaware~~behalf ~~limited~~of ~~liability~~itself ~~company~~and ~~(“Nissan-Infiniti~~as ~~LT”)~~a representative of the several underwriters, ~~including~~for ~~certain~~the ~~closed-end~~issuance ~~retail~~and sale of ~~vehicle~~notes ~~lease~~of ~~contracts~~Nissan Auto Lease Trust 2025-A (the “~~Leases~~Issuing Entity”), in the ~~related~~following ~~Nissan~~classes: ~~and~~Class A-1 ~~Infiniti~~Notes, Class A-2a ~~vehicles~~Notes, ~~leased~~Class A-2b ~~under~~Notes, ~~the~~Class A-3 ~~Leases~~Notes, ~~(the~~Class A-4 ~~“Leased~~Notes, Class B ~~Vehicles”)~~Notes and ~~related~~Class C ~~property~~Notes (collectively, the “~~2024-B Series Assets~~Notes”). ~~pursuant~~The toNotes ~~the~~have ~~Limited~~an ~~Liability~~aggregate ~~Company~~scheduled ~~Agreement~~principal ofbalance ~~Nissan-Infiniti LT, dated as~~ of ~~April~~ $1, ~~2021~~490,000,000. ~~between~~The ~~Nissan~~Notes ~~Motor~~have ~~Acceptance~~been ~~Company~~registered ~~LLC~~pursuant ~~(“NMAC”),~~to asthe ~~servicer,~~Securities ~~NILT~~Act ~~LLC~~of 1933, as ~~member~~amended, ~~and~~under ~~U.S. Bank Trust Company,~~a ~~National~~Registration ~~Association~~Statement ~~(“U.S.~~on ~~Bank”)~~Form SF-3, as ~~titling~~amended ~~company~~(File ~~registrar,~~No. 333-282606). asIt ~~supplemented~~is byanticipated athat ~~2024-B~~the ~~Series~~Notes ~~Supplement~~will ~~dated~~be asissued ofon ~~the~~or ~~Closing~~about ~~Date~~January 22, 2025 (the ~~“2024-B~~ ~~Series~~“Closing ~~Supplement~~Date”).

~~Also~~NILT onLLC ~~the~~will ~~Closing~~create ~~Date,~~a ~~NMAC,~~separate asseries ~~servicer,~~of ~~NILT~~limited ~~LLC,~~liability ascompany ~~member,~~interest ~~and~~(the ~~Nissan~~“2025-~~Infiniti~~A LTSeries”) ~~entered~~in ~~into a 2024~~Nissan-BInfiniti ~~Series~~LT ~~Servicing Supplement~~LLC, ~~dated~~a asDelaware oflimited ~~the~~liability ~~Closing~~company ~~Date~~ (~~the~~ “~~2024~~Nissan-BInfiniti ~~Series Servicing Supplement~~LT”) ~~and~~pursuant ~~supplementing~~to the ~~Amended~~Limited ~~and~~Liability ~~Restated~~Company ~~Servicing~~ Agreement of Nissan-Infiniti LT, dated as of April 1, 2021, ~~(the~~between NMAC, as servicer, NILT LLC, as member, and U.S. Bank Trust Company, National Association (“~~Servicing~~U.S. ~~Agreement~~Bank”), toas ~~provide~~titling ~~for~~company ~~the~~registrar, ~~servicing~~as ~~obligations~~it ofwill be supplemented on the ~~2024~~Closing Date by a 2025-BA Series ~~Assets.~~Supplement In(the ~~connection~~“2025-A ~~with~~Series ~~the~~Supplement”). ~~creation~~Pursuant ofto the ~~2024~~2025-BA Series Supplement, NILT LLC will direct Nissan-Infiniti LT ~~issued~~to identify and allocate to ~~NILT~~the ~~LLC~~2025-A aSeries ~~certificate~~certain ~~evidencing~~closed-end aretail ~~100 percent~~vehicle ~~interest~~lease incontracts (the ~~2024-B~~“Leases”), ~~Series~~the related Nissan and Infiniti vehicles leased under the Leases (the “~~2024~~Leased Vehicles”) and related property (collectively, the “2025-BA Series ~~Certificate~~Assets”).

OnAlso on the Closing Date, NMAC, as servicer, NILT LLC, ~~sold~~as ~~the~~member, ~~2024~~and Nissan-BInfiniti LT will enter into a 2025-A Series ~~Certificate~~Servicing toSupplement, ~~Nissan~~dated ~~Auto~~as ~~Leasing~~of ~~LLC~~the IIClosing Date (the “~~NALL~~2025-A IISeries Servicing Supplement”) ~~pursuant~~and tosupplementing athe ~~Series~~Amended ~~Certificate~~and ~~Sale~~Restated Servicing Agreement, bydated ~~and~~as ~~between~~of ~~NILT LLC~~April 1, ~~as transferor~~2021, ~~and~~to ~~NALL~~provide ~~II,~~for asthe ~~transferee.~~servicing ~~NALL~~obligations IIof ~~further sold~~ the ~~2024~~2025-BA Series ~~Certificate~~Assets. toIn ~~Nissan~~connection ~~Auto~~with ~~Lease~~the ~~Trust~~creation ~~2024~~of the 2025-BA Series, aNissan-Infiniti ~~Delaware~~LT ~~statutory~~will ~~trust~~issue ~~(the~~to ~~“Issuing~~NILT ~~Entity”),~~LLC ~~pursuant~~a tocertificate evidencing a ~~Series~~100 percent ~~Certificate~~interest ~~Transfer Agreement~~in bythe ~~and~~2025-A ~~between~~Series ~~NALL~~(the ~~II,~~“2025-A asSeries ~~transferor,~~Certificate”). On ~~and~~ the ~~Issuing~~Closing ~~Entity~~Date, asNILT ~~transferee.~~LLC ~~The~~will ~~Issuing~~sell ~~Entity~~the ~~was~~2025-A ~~created~~Series Certificate to NALL II pursuant to a ~~Trust~~Series Certificate Sale Agreement, ~~dated~~by asand ofbetween ~~June 10,~~NILT ~~2024~~LLC, as ~~was~~transferor, ~~amended~~ and ~~restated~~NALL byII, ~~the~~as ~~Amended~~transferee. ~~and~~NALL ~~Restated~~II ~~Trust~~will ~~Agreement,~~further ~~dated~~sell asthe of2025-A ~~the~~Series ~~Closing~~Certificate ~~Date~~to (the ~~“Amended~~Issuing ~~and~~Entity ~~Restated~~pursuant ~~Trust~~to a Series Certificate Transfer Agreement~~”),~~ by and between NALL II, as transferor, and ~~Wilmington~~the ~~Trust,~~Issuing ~~National Association (“WTNA”)~~Entity, as ~~owner trustee (the “Owner Trustee”)~~transferee.

OnThe ~~the Closing Date, the~~ Issuing Entity ~~caused~~was ~~the~~created ~~issuance,~~ pursuant to ana ~~Indenture~~Trust Agreement, dated as of ~~the Closing Date (the “Indenture”)~~December 10, ~~by and between the Issuing Entity~~2024, as ~~issuer,~~amended and ~~U.S.~~restated ~~Bank,~~by ~~as indenture trustee (~~the ~~“Indenture~~Amended ~~Trustee”), of 126,000,000 aggregate principal amount of the Class A-1~~and ~~Asset~~Restated ~~Backed~~Trust ~~Notes~~Agreement, ~~$220,000,000~~dated ~~aggregate~~as ~~principal amount~~ of the ~~Class A-2a~~Closing ~~Asset~~Date ~~Backed Notes, $253,250,000 aggregate principal amount of~~ (the ~~Class A-2b Asset~~“Amended ~~Backed Notes, $473,250,000 aggregate principal amount of the Class A-3 Asset Backed Notes, $68,700,000 aggregate principal amount of the Class A-4 Asset Backed Notes~~ and ~~$58,800,000~~Restated ~~aggregate~~Trust ~~principal amount of the Class B Asset Backed Notes (collectively, the “Notes~~Agreement”)~~. The Issuing Entity~~, ~~NMAC,~~by asand ~~administrative~~between ~~agent,~~ NALL II, as transferor, and ~~U.S.~~Wilmington ~~Bank, as Indenture Trustee, entered into that certain~~ Trust ~~Administration Agreement~~, ~~dated~~National asAssociation ~~of the Closing Date~~ (~~the~~ “~~Trust Administration Agreement~~WTNA”), ~~relating to the provision by NMAC of certain services relating to the Notes. On the Closing Date, the Issuing Entity,~~ as ~~issuer,~~owner ~~NMAC,~~trustee ~~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~~Owner ~~Representations Review Agreement~~Trustee”)~~, relating to the review of certain representations relating to the Leases and the Leased Vehicles~~.

~~Also~~On on the Closing Date, the Issuing Entity will cause the issuance, ~~NMAC~~pursuant to an Indenture, dated as of the ~~servicer,~~Closing Date (the “Indenture ~~Trustee~~”), asby and between the ~~secured~~Issuing ~~party~~Entity, as issuer, and U.S. Bank ~~National Association~~, as ~~intermediary~~indenture trustee (the “~~Securities~~Indenture ~~Intermediary~~Trustee”), ~~entered~~of the Notes. The Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee, will enter into that certain ~~Securities~~Trust ~~Account~~Administration ~~Control~~ Agreement, dated as of the Closing Date (the “~~Securities~~Trust ~~Account~~Administration ~~Control~~ Agreement”), ~~pursuant~~relating to ~~which~~ the ~~Securities~~provision ~~Intermediary~~by ~~will~~NMAC ~~maintain~~ of certain ~~accounts~~services relating to the Notes.

~~The~~On ~~Notes~~the Closing Date, ~~with~~the anIssuing ~~aggregate~~Entity, ~~principal~~as ~~balance~~issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, will enter into that certain Asset Representations Review Agreement, to be dated as of $1the Closing Date (the “Asset Representations Review Agreement”),~~200~~ relating to the review of certain representations relating to the Leases and the Leased Vehicles. Also on the Closing Date,~~000~~ the Issuing Entity,~~000~~ ~~were~~NMAC, as the servicer, the Indenture Trustee, as the secured party, and U.S. Bank National Association, as intermediary (the “Securities Intermediary”), will enter into that certain Securities Account Control Agreement, to be dated as of the Closing Date (the “Securities Account Control Agreement”) pursuant to which the Securities Intermediary will maintain certain accounts. The Notes will be sold to Citigroup Global Markets Inc., as the representative of several underwriters (the “Underwriters”), pursuant to the Underwriting Agreement. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3, as amended (Commission File No. 333-~~258304-01~~282606).

Attached as Exhibit 1.1 is the Underwriting Agreement, as Exhibit 4.1 is the form of Indenture, as Exhibit 10.1 is the ~~2024~~form of 2025-BA Series Supplement, as Exhibit 10.2 is the ~~2024~~form of 2025-BA Series Servicing Supplement, as Exhibit 10.3 is the form of Amended and Restated Trust Agreement for the Issuing Entity, as Exhibit 10.4 is the form of Trust Administration Agreement, as Exhibit 10.5 is the form of Series Certificate Transfer Agreement, as Exhibit 10.6 is the form of Series Certificate Sale Agreement, as Exhibit 10.7 is the form of Asset Representations Review Agreement and as Exhibit 10.8 is the form of Securities Account Control Agreement.

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 attached as Exhibit 36.1. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

ITEM 9.01.

Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit No.		Document Description
ExhibitNo.		Description
4.1		Indenture, dated as of July 24, 2024, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee.
Exhibit 1.1		Underwriting Agreement, dated January 15, 2025 by and among NALL II, NMAC and Citigroup Global Markets Inc., on behalf of itself and as a representative of the several Underwriters.
10.1		2024-B Series Supplement, dated as of July 24, 2024, by NILT LLC, as member of the titling company.
Exhibit 4.1		Indenture, to be dated as of January 22, 2025, by and between the Issuing Entity, as issuer, U.S. Bank, as Indenture Trustee.
10.2		2024-B Series Servicing Supplement, dated as of July 24, 2024, by and among Nissan-Infiniti LT, as titling company, NILT LLC, as member, and NMAC, as servicer.
Exhibit 10.1		2025-A Series Supplement, to be dated as of January 22, 2025, by NILT LLC, as member.
10.3		Amended and Restated Trust Agreement for the Issuing Entity, dated as of July 24, 2024, by and between NALL II, as transferor, and WTNA, as Owner Trustee.
Exhibit 10.2		2025-A Series Servicing Supplement, to be dated as of January 22, 2025, by and among Nissan-Infiniti LT, as titling company, NILT LLC, as member, and NMAC, as servicer.
10.4		Trust Administration Agreement, dated as of July 24, 2024, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.
Exhibit 10.3		Amended and Restated Trust Agreement for the Issuing Entity, to be dated as of January 22, 2025, by and between NALL II, as transferor, and WTNA, as Owner Trustee.
10.5		Series Certificate Transfer Agreement, dated as of July 24, 2024, by and between NALL II, as transferor, and the Issuing Entity, as transferee.
Exhibit 10.4		Trust Administration Agreement, to be dated as of January 22, 2025, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.
10.6		Series Certificate Sale Agreement, dated as of July 24, 2024, by and between NILT LLC, as transferor, and NALL II, as transferee.
Exhibit 10.5		Series Certificate Transfer Agreement, to be dated as of January 22, 2025, by and between NALL II, as transferor, and the Issuing Entity, as transferee.
10.7		Asset Representations Review Agreement, dated as of July 24, 2024, by and among the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.
Exhibit 10.6		Series Certificate Sale Agreement, to be dated as of January 22, 2025, by and between NILT LLC, as transferor, and NALL II, as transferee.
10.8		Securities Account Control Agreement, to be dated as of July 24, 2024, by and among the Issuing Entity, NMAC, as servicer, U.S. Bank, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary.
Exhibit 10.7		Asset Representations Review Agreement, to be dated as of January 22, 2025, by and among the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.


Exhibit 10.8		Securities Account Control Agreement, to be dated as of January 22, 2025, by and among the Issuing Entity, NMAC, as servicer, U.S. Bank, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary.

Exhibit 36.1		Depositor Certification for shelf offerings of asset-back securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 25, 2024

NISSAN AUTO LEASING LLC II

Date: January 17, 2025

NISSAN AUTO LEASING LLC II

/s/ Douglas E. Gwin, Jr.

Douglas E. Gwin, Jr.

Assistant Treasurer

Filing Compare · NISSAN AUTO LEASING LLC II