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First National Master Note Trust·8-K

May 21, 5:02 PM ET

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First National Master Note Trust 8-K

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First National Master Note Trust Announces Underwriting for Asset-Backed Notes

What Happened
First National Master Note Trust (the Issuer) filed an 8-K reporting that First National Funding LLC (Funding) entered into an Underwriting Agreement dated May 20, 2026 with First National Bank of Omaha, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp. for the issuance of Class A Series 2026-1 Asset Backed Notes (the Offered Notes), as described in the related prospectus dated May 20, 2026. To facilitate the issuance (and certain retained notes), Funding will cause the Issuer to enter into a Series 2026-1 Indenture Supplement with U.S. Bank Trust Company, National Association (Indenture Trustee) expected on or about May 28, 2026. Funding’s CEO made the depositor certifications required by Paragraph I.B.1(a) of Form SF-3; that certification is filed as Exhibit 36.1.

Key Details

  • Underwriting Agreement dated May 20, 2026 for Class A Series 2026-1 Asset Backed Notes (Exhibit 1.1).
  • Indenture Supplement (form filed as Exhibit 4.1) and Risk Retention Agreement (form filed as Exhibit 4.2) expected to be dated on or about May 28, 2026.
  • Legal opinion (Exhibit 5.1), tax opinion (Exhibit 8.1) and Kutak Rock LLP consent (Exhibit 23.1) were filed in connection with the offering.
  • Depositor Certification by Funding’s CEO dated May 20, 2026 filed as Exhibit 36.1 to satisfy Form SF-3 requirements.

Why It Matters
This filing documents the formal steps to issue a new series of asset-backed notes — an action that raises capital secured by underlying assets and involves trustee, underwriters, and sponsor risk-retention arrangements. Investors and potential buyers should note the transaction structure (underwriting, indenture supplement, and risk retention) and that the filing does not disclose the offering size, pricing, or closing proceeds; those details would appear in the prospectus/transaction documents or later filings. The risk retention and trustee appointment are relevant to credit alignment and legal structure for investors evaluating these notes.

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