BA Credit Card Trust Navigates Ongoing Interchange Fee Litigation

TL;DR

**Ongoing antitrust litigation against Visa, Mastercard, and Bank of America poses a significant, unresolved risk to BA Credit Card Trust's underlying assets and future profitability.**

AI Summary

BA Credit Card Trust's 2025 10-K filing primarily details its structure as an asset-backed securities issuer, with its main asset being a collateral certificate representing an interest in BA Master Credit Card Trust II, which holds unsecured consumer revolving credit card accounts. The filing indicates no significant obligors within the pool assets of BA Master Credit Card Trust II. A key development is the ongoing 'In re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation' involving Bank of America Corporation, Visa, and Mastercard, with a proposed injunctive relief settlement denied on June 25, 2024, and a new motion filed on November 10, 2025. Bank of America, National Association (BANA) and The Bank of New York Mellon (BNY Mellon) both reported compliance with servicing criteria for the year ended December 31, 2025, with no material instances of noncompliance or deficiencies in vendor monitoring. The trust's financial performance, including specific revenue and net income figures, is not disclosed in this summary filing, as per General Instruction J to Form 10-K, which omits several standard financial items.

Why It Matters

This filing is crucial for investors in BA Credit Card Trust as it highlights the persistent legal challenges faced by its sponsor, Bank of America, National Association (BANA), and payment networks Visa and Mastercard, specifically the 'In re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation'. The outcome of this litigation, which saw a proposed injunctive relief settlement denied on June 25, 2024, and a new motion filed on November 10, 2025, could significantly impact interchange fees, potentially reducing BANA's profitability and, by extension, the performance of the underlying credit card receivables. For employees and customers, changes in interchange fees could influence credit card product offerings and merchant acceptance costs. The broader market watches these cases closely as they set precedents for antitrust enforcement in the payments industry, affecting competitive dynamics among card issuers and networks.

Risk Assessment

Risk Level: high — The risk level is high due to the ongoing 'In re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation' involving Bank of America Corporation, Visa, and Mastercard. A proposed injunctive relief settlement was denied on June 25, 2024, and a new motion was filed on November 10, 2025, indicating continued uncertainty. These litigations could adversely affect interchange paid to BANA, impacting the performance of the credit card receivables that form the trust's primary assets.

Analyst Insight

Investors should closely monitor developments in the 'In re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation' as the outcome could directly affect the cash flows and valuation of BA Credit Card Trust's asset-backed securities. Consider the potential for reduced interchange revenue for Bank of America, National Association, and its impact on the underlying credit card portfolio's health.

Key Numbers

• $900 million — additional settlement contribution (agreed upon in 2018 for the Rule 23(b)(3) damages class in interchange litigation)
• $5.3 billion — prior settlement held in escrow (from the initial interchange litigation settlement)
• 2005 — year of initial merchant class actions (against Visa, Mastercard, and banks regarding interchange fees)
• October 19, 2012 — date of initial class action settlement (rejected by the U.S. Court of Appeals for the Second Circuit)
• December 13, 2019 — date District Court approved settlement (with the putative Rule 23(b)(3) damages class)
• March 15, 2023 — date Second Circuit affirmed settlement approval (for the Rule 23(b)(3) damages class)
• March 26, 2024 — date Visa and Mastercard announced injunctive relief settlement (which was subsequently denied preliminary approval)
• June 25, 2024 — date preliminary approval denied (for the injunctive relief settlement by the District Court)
• November 10, 2025 — date new motion filed (for preliminary approval of a new injunctive relief settlement)
• December 31, 2025 — fiscal year end (for which the 10-K report is filed)

Key Players & Entities

• BA Credit Card Trust (company) — issuing entity of asset-backed securities
• BA Master Credit Card Trust II (company) — issuer of the collateral certificate and holder of credit card receivables
• Bank of America, National Association (company) — sponsor and servicer of the trust, also a defendant in litigation
• Visa (company) — payment network, defendant in antitrust litigation
• Mastercard (company) — payment network, defendant in antitrust litigation
• Bank of America Corporation (company) — defendant in 'In re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation'
• The Bank of New York Mellon (company) — servicing participant and trustee in RMBS transactions
• Joseph L. Lombardi (person) — Director, senior officer in charge of the servicing function for BA Credit Card Trust
• U.S. Court of Appeals for the Second Circuit (regulator) — affirmed a settlement in the interchange litigation on March 15, 2023
• U.S. District Court for the Eastern District of New York (regulator) — denied preliminary approval of injunctive relief settlement on June 25, 2024

FAQ

Risk Factors

• Interchange Fee Litigation [high — legal]: The 'In re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation' continues, with a proposed injunctive relief settlement denied on June 25, 2024. A new motion for preliminary approval of a revised settlement was filed on November 10, 2025, indicating ongoing legal uncertainty and potential financial implications for Bank of America.

Industry Context

The credit card securitization market is a significant component of the financial services industry, enabling the transfer of credit risk and providing liquidity. Issuers like BA Credit Card Trust rely on robust legal and regulatory frameworks, such as Regulation AB, for transparency and investor protection. The industry is also heavily influenced by ongoing litigation concerning interchange fees, which can impact profitability and operational practices for major card networks and issuing banks.

Regulatory Implications

The filing highlights the importance of compliance with Regulation AB for asset-backed securities. The ongoing interchange fee litigation also presents significant regulatory and legal risks, with potential implications for business practices and financial settlements. The denial of preliminary approval for settlements underscores the scrutiny regulators and courts apply to such agreements.

What Investors Should Do

1. Monitor developments in the 'In re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation', particularly the upcoming court decisions on the new injunctive relief settlement motion filed November 10, 2025, as this could have material financial implications.
2. Understand that the trust's financial performance is not detailed in this filing due to General Instruction J to Form 10-K, requiring investors to seek information from related Bank of America Corporation filings for a comprehensive view.
3. Assess the ongoing legal risks associated with interchange fees, which could impact the profitability and operational strategies of entities involved in credit card processing and issuing.

Key Dates

• 2005-XX-XX: Initial merchant class actions filed — Marks the beginning of the prolonged legal battle over interchange fees.
• 2012-10-19: Initial class action settlement rejected — Indicates early challenges in resolving the interchange fee litigation.
• 2019-12-13: District Court approved settlement — Approval of a settlement with the Rule 23(b)(3) damages class, though subject to further appeals.
• 2023-03-15: Second Circuit affirmed settlement approval — Confirmation of the settlement approval for the damages class, strengthening its standing.
• 2024-03-26: Visa and Mastercard announced injunctive relief settlement — A significant development in the litigation, though preliminary approval was later denied.
• 2024-06-25: Preliminary approval denied for injunctive relief settlement — A setback for the proposed injunctive relief, leading to further legal proceedings.
• 2025-11-10: New motion filed for preliminary approval of injunctive relief settlement — Indicates ongoing efforts to reach a resolution in the interchange fee litigation, with potential future financial impacts.

Glossary

Collateral Certificate

A security that represents an ownership interest in a pool of assets, in this case, credit card receivables. (It is the primary asset of BA Credit Card Trust, linking it to the underlying credit card accounts.)

BA Master Credit Card Trust II

A trust that holds a portfolio of unsecured consumer revolving credit card accounts. (BA Credit Card Trust holds a collateral certificate representing an interest in this master trust, making it a key entity in the trust's structure.)

Regulation AB

A U.S. Securities and Exchange Commission regulation that governs the registration, reporting, and disclosure requirements for asset-backed securities. (The filing references specific items within Regulation AB (1112(b), 1114(b)(2), 1115(b)) to explain disclosure requirements for the trust's assets and credit enhancements.)

Receivables

Money owed to a business by its customers for goods or services provided on credit. (The assets within BA Master Credit Card Trust II consist of these unsecured consumer revolving credit card receivables.)

Injunctive Relief

A court order compelling a party to do or refrain from doing a specific act. (This is a key component of the ongoing interchange fee litigation settlement discussions, aiming to change business practices rather than just award damages.)

Year-Over-Year Comparison

This filing, as per General Instruction J, omits standard financial statement details, making a direct comparison of revenue, net income, or margins to the previous year impossible. The primary focus remains on the structure and ongoing legal proceedings, particularly the interchange fee litigation, which has seen a denial of preliminary approval for an injunctive relief settlement in June 2024 and a new motion filed in November 2025, indicating continued legal uncertainty.

Key Financial Figures

• $900 million — mages class to contribute an additional $900 million to the approximately $5.3 billion held
• $5.3 billion — ional $900 million to the approximately $5.3 billion held in escrow from the prior settlemen

Filing Documents

• ba10k.htm (10-K) — 92KB
• exhibit31-1.htm (EX-31.1) — 5KB
• exhibit33-1.htm (EX-33.1) — 101KB
• exhibit33-2.htm (EX-33.2) — 79KB
• exhibit34-1.htm (EX-34.1) — 8KB
• exhibit34-2.htm (EX-34.2) — 12KB
• exhibit35-1.htm (EX-35.1) — 5KB
• image00001.jpg (GRAPHIC) — 70KB
• image00005.jpg (GRAPHIC) — 3KB
• image00007.jpg (GRAPHIC) — 6KB
• pwc.jpg (GRAPHIC) — 3KB
• 0000929638-26-001145.txt ( ) — 417KB

(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information). The primary asset of BA Credit Card Trust is the collateral certificate, Series 2001-D, representing an undivided interest in BA Master Credit Card Trust II, whose assets include the receivables arising in a portfolio of unsecured consumer revolving credit card accounts. BA Master Credit Card Trust II, therefore, may be considered a significant obligor in relation to BA Credit Card Trust. Pursuant to Instruction 2.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of BA Master Credit Card Trust II has been disclosed in this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b). The pool assets held by BA Master Credit Card Trust II do not include any significant obligors. Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information). Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.

(b) of Regulation AB: Certain Derivatives Instruments (Financial Information)

Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information). Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

of Regulation AB: Legal Proceedings

Item 1117 of Regulation AB: Legal Proceedings. Industry Developments Bank of America, National Association ("BANA") issues credit cards on Mastercard's and Visa's networks. Mastercard and Visa are subject to settlement obligations relating to certain litigations and continue to be conversion fees were wrongly applied on purchases of goods and services in foreign countries, and claims alleging that the interchange charged by Mastercard and Visa is impermissible. The costs associated with these settlements, litigations and other matters could cause Mastercard and Visa to invest less in their networks and marketing efforts and could adversely affect the interchange paid to their member banks, including BANA. Litigation In 2005, a group of merchants filed a series of putative class actions and individual actions directed at interchange fees associated with Visa and Mastercard payment card transactions. These actions, which were consolidated in the U.S. District Court for the Eastern District of New York under the caption In re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation (Interchange), named Visa, Mastercard and several banks and bank holding companies, including Bank of America Corporation ("BAC"), as defendants. Plaintiffs alleged that defendants conspired to fix the level of default interchange rates and that certain rules of Visa and Mastercard were unreasonable restraints of trade. Plaintiffs sought compensatory and treble damages and injunctive relief. 2 On October 19, 2012, defendants reached a settlement with respect to the putative class actions that the U.S. Court of Appeals for the Second Circuit rejected. In 2018, defendants reached a settlement with the representatives of the puta

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. Item 7A:

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk. Item 8:

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Item 9A:

Controls and Procedures

Controls and Procedures. Item 9B: Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 3 PART III The following Items have been omitted in accordance with General Instruction J to Form 10-K: Item 10: Directors, Executive Officers and Corporate Governance. Item 11:

Executive Compensation

Executive Compensation. Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13: Certain Relationships and Related Transactions, and Director Independence. Item 14: Principal Accountant Fees and Services. Substitute information provided in accordance with General Instruction J to Form 10-K:

of Regulation AB: Affiliations and Certain Relationships and Related Transactions

Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions . Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

of Regulation AB: Compliance with Applicable Servicing Criteria

Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria. Each of BANA, with respect to itself and its affiliated servicing participants, and The Bank of New York Mellon (each, a "Servicing Participant") has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by each of BA Master Credit Card Trust II and BA Credit Card Trust. Each Servicing Participant has completed a report on assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a "Report on Assessment"), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. We have not independently verified the accuracy of The Bank of New York Mellon's assertions or the related attestations of its registered independent public accounting firm. A Servicing Participant may engage one or more vendors to perform specific and limited activities that address all or a portion of one or more servicing criteria applicable to such Servicing Participant. Each Servicing Participant indicates that it has instituted policies and procedures to monitor whether its vendors' activities comply in all material respects with such servicing criteria, and has elected to take responsibility for assessing compliance with the servicing criteria applicable to its vendors' activities in such Servicing Participant's Report on Assessment. No Report on Assessment or related Attestation Report has identified (i) any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material deficiency in such Servicing Participant's poli

of Regulation AB: Servicer Compliance Statement

Item 1123 of Regulation AB: Servicer Compliance Statement. BANA has been identified by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool assets held by each of BA Master Credit Card Trust II and BA Credit Card Trust. BANA has provided a statement of compliance with the related servicing agreement (the "Compliance Statement"), signed by an authorized officer of BANA. The Compliance Statement is attached as an exhibit to this Form 10-K. 4 PART IV Item 15. Exhibit and Financial Statement Schedules. (a)(1) Not Applicable. (a)(2) Not Applicable. (a)(3) Not Applicable. (b) Exhibits Exhibit Index Exhibit Number Description 3.1 Second Amended and Restated Limited Liability Company Agreement of BA Credit Card Funding, LLC (included as Exhibit 3.1 to the registrant's Form 8-K filed with the Securities and Exchange Commission on July 8, 2015, which is incorporated herein by reference). 3.2 Certificate of Formation of BA Credit Card Funding, LLC (included as Exhibit 3.2 to the registrant's Amendment No. 1 to Registration Statement on Form SF-3 filed with the Securities and Exchange Commission on March 13, 2025, which is incorporated herein by reference). 4.1 Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 17, 2015 (included as Exhibit 4.2 to the registrant's Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.2 First Amendment to Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 9, 2016 (included as Exhibit 4.1 to the registrant's Form 8-K, as filed with the Securities and Exchange Commission on December 9, 2016, which is incorporated herein by reference). 4.3 Fifth Amended and Restated Series 2001-D Supplement to Fourth Amended and Restated Pooling and Servicing Agreement relating to the Collateral Certificate, dated as of

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BA Credit Card Trust By: Bank of America, National Association, as Servicer By: /s/ Joseph L. Lombardi Name: Joseph L. Lombardi Title: Director (senior officer in charge of the servicing function) Date: March 25, 2026

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