First National Funding LLC - 8-K

Item 1.01. Entry into Material Definitive Agreements .

On May 28, 2026, First National Master
Note Trust (the “Issuer”) and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”),
entered into the Series 2026-1 Indenture Supplement (the “Series 2026-1 Indenture Supplement”), a copy of which is filed with
this Form 8-K as Exhibit 4.1.

On May 28, 2026, First National Bank
of Omaha, First National Funding LLC and the Issuer entered into a Risk Retention Agreement, a copy of which is filed with this Form 8-K
as Exhibit 4.2.

Item 8.01. Other Events .

Issuance of Series 2026-1 Asset Backed Notes

Reference is made to the registration statement
(the “Registration Statement”) on Form SF-3 (File No. 333- 288012) filed with the Securities and Exchange Commission on June
13, 2025 (as amended by pre-effective Amendment No. 1 filed July 29, 2025) and declared effective on August 8, 2025. On May 28, 2026,
First National Master Note Trust publicly issued $500,000,000 of Class A Series 2026-1 Asset Backed Notes (the “Class A Notes”)
described in a Prospectus dated May 20, 2026.

On May 28, 2026 First National Master Note Trust
also issued $67,308,000 of Class B Series 2026-1 Asset Backed Notes (the “Class B Notes”) and $73,718,000 of Class C Series
2026-1 Asset Backed Notes (the “Class C Notes”) to First National Bank of Omaha, a national banking association (“FNBO”)
and an affiliate of First National Master Note Trust. The Class B Notes and Class C Notes were offered and sold without registration under
the Securities Act of 1933, as amended (the “Act”), in reliance on the exemption set forth in Section 4(2) of the Act.

Use of Proceeds - Class A Notes

The public offering of the Class A Notes
was made under the Registration Statement and was terminated on May 28, 2026 upon the sale of all of the Class A Notes. The underwriters
of the Class A Notes were J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp.

During the period from the effective date of the
Registration Statement, through the current reporting period, the amount of expenses incurred in connection with the issuance and distribution
of the publicly offered and sold Class A Notes with respect to underwriting commissions and discounts was $1,750,000. After deducting
the underwriting discounts described in the preceding sentence, the net offering proceeds to the Issuer before expenses for the Class
A Notes are $498,212,850. Other expenses, including legal fees and other costs and expenses relating the offer of the Class A Notes, are
reasonably estimated to be $710,000 and net proceeds from the sale of the Class A Notes to the Issuer, after deduction of expenses, are
reasonably estimated to be $497,502,850. With respect to the payment of these other expenses and costs, all direct or indirect payments
were made to persons other than persons who are (a) directors or officers of the Issuer, or (b) owners of 10 percent or more of any class
of securities of the Issuer.

The net proceeds from the sale of the
Class A Notes, after deducting the underwriting commissions and discounts, and expenses above, were used to purchase credit card receivables
from FNBO. Except as provided in the previous sentence, none of the proceeds were used for payments to (a) any directors or officers of
the Issuer or (b) owners of 10 percent or more of any class of securities of the Issuer.

Item 9.01. Financial Statements and Exhibits.

(a)

Not
applicable.

(b)

Not
applicable.

(c)

Not
applicable.

(d)

Exhibits

EXHIBIT NO.

DOCUMENT DESCRIPTION

4.1

Series 2026-1 Indenture Supplement, dated as of May 28, 2026, between
First National Master Note Trust and U.S. Bank Trust Company, National Association, as indenture trustee.

4.2

Risk Retention Agreement, dated as of May 28, 2026, by and among First
National Bank of Omaha, First National Funding LLC and First National Master Note Trust.