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 Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~February 19,~~May ~~2025~~20, 2026

FIRST NATIONAL MASTER NOTE TRUST

FIRST NATIONAL FUNDING LLC

FIRST NATIONAL BANK OF OMAHA

(Exact name of Issuing Entity, Depositor/Registrant and Sponsor, as specified in their respective
charters)

Nebraska

(State of Incorporation)

333-1396730-01, 333-1396730		02-0598125 (First National Funding LLC)
333-288012-01, 333-288012		02-0598125 (First National Funding LLC)
(Commission File Number for Registrant		(IRS Employer Identification No.)
and Issuing Entity, respectively)

1620 Dodge Street Stop Code 3201, Omaha, Nebraska		68197
1601 Dodge Street Stop Code 3201, Omaha, Nebraska		68197
(Address of principal executive offices)		(Zip Code)

                    (402) 341-0500                  

(Registrant’s telephone number, including area code)

                              Not applicable                              

(Former name or former address, if changed since last report)

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))

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 ~~Agreements~~Agreement.

OnFirst ~~February 19,~~National ~~2025~~Funding LLC (“Funding”) entered into an Underwriting Agreement, ~~First~~dated ~~National~~May ~~Master Note~~20, ~~Trust~~2026 (~~the~~ “~~Issuer~~Underwriting Agreement”), ~~and~~among UFunding, First National Bank of Omaha, J.SP. ~~Bank~~Morgan ~~Trust~~Securities ~~Company~~LLC, ~~National~~Wells ~~Association~~Fargo Securities, asLLC, ~~indenture~~and ~~trustee~~BMO ~~(the~~Capital ~~“Indenture~~Markets ~~Trustee”), entered~~Corp. ~~into~~relating to the Class A Series ~~2025~~ 2026-1 Asset ~~Indenture~~Backed ~~Supplement~~Notes (the “~~Series 2025-1~~Offered ~~Indenture Supplement~~Notes”), a copy of which is filed with this Form 8-K as Exhibit 4. 1.1, to be issued by First National Master Note Trust (the “Issuer”) described in the related Prospectus dated May 20, 2026

OnItem ~~February 19, 2025, 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~~.201. Other Events

~~Item~~In order to facilitate the issuance of the Offered 8Notes (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.01S. ~~Other~~Bank ~~Events~~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.

~~Issuance~~First National Bank of ~~Series 2025-1~~Omaha, ~~Asset~~First ~~Backed~~National Funding ~~Notes~~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.

~~Reference~~In isconnection ~~made~~with to the ~~registration~~issuance ~~statement (~~of the ~~“Registration~~Offered Notes, ~~Statement”)~~the onchief ~~Form SF-3~~executive ~~(File~~officer ~~No. 333-~~of ~~265964)~~Funding ~~filed~~has ~~with~~made the ~~Securities~~certifications ~~and~~required ~~Exchange Commission on June 17, 2022 (as amended~~ by ~~pre-effective~~Paragraph ~~Amendment No~~I. B.1(a) ~~filed~~of onForm ~~August 5, 2022, post~~SF-~~effective~~3. ~~Amendment~~Such ~~No. 1~~certifications ~~filed~~are onbeing ~~February 23, 2023 and post-effective Amendment No. 2~~ filed onwith ~~March 16,~~this ~~2023)~~Form ~~and~~8-K ~~declared~~as ~~effective~~Exhibit ~~on March 22, 2023~~36.1 Onin ~~February 19,~~order ~~2025,~~to ~~First~~satisfy ~~National~~the ~~Master~~requirements ~~Note Trust publicly issued $400,000,000~~ of ~~Class A~~Item ~~Series 2025-1 Asset Backed Notes~~ 601(~~the “Class A Notes”~~b)(36) ~~described~~of inRegulation ~~a Prospectus dated February 11, 2025~~S-K.

OnThe ~~February 19,~~Registrant ~~2025~~is ~~First~~filing ~~National~~Exhibits ~~Master Note Trust also issued $53,847,000 of Class B Series 2025-~~5.1 ~~Asset Backed Notes (the “Class B Notes”)~~ and ~~$58,975,000~~8.1 ofin ~~Class C~~connection ~~Series 2025-1~~with ~~Asset Backed Notes (~~the ~~“Class C~~offer ~~Notes”) to First National Bank of Omaha, a national banking association (“FNBO”)~~ and ansale ~~affiliate~~ of ~~First National Master Note Trust. The Class B Notes and Class C Notes were offered and sold without registration under~~ the ~~Securities~~Offered ~~Act of 1933, as amended (the “Act”), in reliance on the exemption set forth in Section 4(2) of the Act~~Notes.

~~Use~~Item of9.01. ~~Proceeds~~Financial –Statements ~~Class A~~and ~~Notes~~Exhibits.

~~The~~(a) ~~public~~Not ~~offering of the Class A Notes was made under the Registration Statement and was terminated on February 19, 2025 upon the sale of all of the Class A Notes~~applicable. ~~The underwriters of the Class A Notes were Wells Fargo Securities, LLC, RBC Capital Markets, LLC and J.P. Morgan Securities LLC.~~

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 $1,400,000. 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 $398,543,280. Other expenses, including legal fees and other costs and expenses relating the offer of the Class A Notes, are reasonably estimated to be $545,000 and net proceeds from the sale of the Class A Notes to the Issuer, after deduction of expenses, are reasonably estimated to be $397,998,280. 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~~ ofNot ~~10 percent or more of any class of securities of the Issuer~~applicable.

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 (ac) ~~any~~ ~~directors~~Not ~~or officers of the Issuer or (b) owners of 10 percent or more of any class of securities of the Issuer~~applicable.

~~Item 9.01.~~(d) ~~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

EXHIBIT NO.	DOCUMENT DESCRIPTION
4.1	Series 2025-1 Indenture Supplement, dated as of February 19, 2025, 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 February 19, 2025, by and among First National Bank of Omaha, First National Funding LLC and First National Master Note Trust.

SIGNATURES

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

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

Dated:  May 20, 2026	FIRST NATIONAL FUNDING LLC, as Depositor

	By:	First National Funding Corporation, Managing Member

	By	/s/ Anthony R. Cerasoli
		Anthony R. Cerasoli, President

Dated: February 19, 2025	FIRST NATIONAL FUNDING LLC, as Depositor
	By:	First National Funding Corporation, Managing Member
	By	/s/ Anthony R. Cerasoli
		Anthony R. Cerasoli, President

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