First National Funding LLC - 8-K

Item
1.01. Entry into a Material Definitive Agreement .

First National Funding LLC (“Funding”)
entered into an Underwriting Agreement, dated May 20, 2026 (“Underwriting Agreement”), among Funding, First National Bank
of Omaha, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp. relating to the Class A Series 2026-1
Asset Backed Notes (the “Offered Notes”), a copy of which is filed with this Form 8-K as Exhibit 1.1, to be issued by First
National Master Note Trust (the “Issuer”) described in the related Prospectus dated May 20, 2026

Item 8.01. Other Events

In order to facilitate the issuance of the Offered
Notes (and certain retained notes), Funding will cause the Issuer to enter into a Series 2026-1 Indenture Supplement (the “Indenture
Supplement”), to be dated on or about May 28, 2026, by and between the Issuer and U.S. Bank Trust Company, National Association
(as successor in interest to U.S. Bank, National Association) (the “Indenture Trustee”), pursuant to the Second Amended and
Restated Master Indenture, by and between the Issuer and the Indenture Trustee, dated as of September 23, 2016. A copy of the form of
Indenture Supplement that the Issuer intends to execute is filed with this Form 8-K as Exhibit 4.1.

First National Bank of Omaha, First National Funding
LLC and First National Master Note Trust will enter into a Risk Retention Agreement to be dated on or about May 28, 2026. A copy of the
form of Risk Retention Agreement that they intend to execute is filed with this Form 8-K as Exhibit 4.2.

In connection with the issuance of the Offered
Notes, the chief executive officer of Funding has made the certifications required by Paragraph I.B.1(a) of Form SF-3. Such certifications
are being filed with this Form 8-K as Exhibit 36.1 in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

The Registrant is filing Exhibits 5.1 and 8.1
in connection with the offer and sale of the Offered Notes.

Item 9.01. Financial Statements and Exhibits.

(a)

Not
applicable.

(b)

Not
applicable.

(c)

Not
applicable.

(d)

Exhibits

EXHIBIT NO.

DOCUMENT DESCRIPTION

1.1

Underwriting
Agreement dated May 20, 2026 among First National Funding LLC, First National Bank of Omaha,
J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp.,
individually and as representatives of the several underwriters

4.1

Form of Indenture Supplement, to be dated on or about May 28, 2026

4.2

Form of Risk Retention Agreement, to be dated on or about May 28, 2026

5.1

Opinion of Kutak Rock LLP regarding the legality
of the Notes

8.1

Opinion of Kutak Rock LLP regarding certain tax matters

23.1

Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1)

36.1

Depositor Certification, dated May 20, 2026, for shelf offerings of asset-backed
securities