First National Master Note Trust 8-K

What Happened

• First National Master Note Trust announced on May 28, 2026 that it issued Series 2026-1 asset-backed notes. The trust publicly sold $500,000,000 of Class A Series 2026-1 Asset Backed Notes under its Form SF-3 registration (declared effective Aug 8, 2025). On the same date it issued $67,308,000 of Class B and $73,718,000 of Class C Series 2026-1 notes to First National Bank of Omaha (FNBO), an affiliate, in unregistered transactions relying on Section 4(2) of the Securities Act.
• On May 28, 2026 the issuer and U.S. Bank Trust Company, N.A. executed a Series 2026-1 Indenture Supplement, and FNBO, First National Funding LLC and the Issuer entered into a Risk Retention Agreement (both filed as exhibits to the 8-K).

Key Details

• Total issuance: $641,026,000 (Class A $500,000,000; Class B $67,308,000; Class C $73,718,000).
• Use of proceeds: Net proceeds from the Class A public sale (after underwriting discounts of $1,750,000 and estimated other expenses of $710,000) are approximately $497,502,850 and were used to purchase credit card receivables from FNBO.
• Underwriters for the Class A offering: J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp.
• Class B and C notes were sold to FNBO (affiliate) without registration under the Securities Act, relying on the private-offering exemption.

Why It Matters

• This transaction increases the trust’s funded assets by purchasing FNBO credit card receivables financed primarily through the $500M public Class A notes and affiliated Class B/C notes totaling about $141.0M.
• Investors should note the related-party aspect: Class B and C notes were placed with an affiliate (FNBO), and a Risk Retention Agreement was executed — both items affect alignment of interests and the structure of credit exposure to FNBO-originated receivables.
• The filing provides concrete cost figures (underwriting discounts and estimated offering expenses) and confirms proceeds were used for asset purchases rather than payments to insiders.