UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K



(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
|- | ----------------------------------------------------------------------------------------



For fiscal year ended December 31, 2023



OR



| ̈ | TRANSITION
                                            REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------------------------------------------



For the transition period
from              to



Commission File Number of
Issuing Entity: 333-265964

Central Index Key of Issuing
Entity: 0001396730



FIRST
NATIONAL MASTER NOTE TRUST
(Exact name of Issuing Entity as specified in its charter)



Commission File Number of Depositor: 333-231191-01
Central Index Key of Depositor: 0001171040



FIRST NATIONAL FUNDING LLC

(Exact name of Depositor as specified in its charter)



Central Index Key of Sponsor: 0000036644



FIRST NATIONAL BANK OF OMAHA
(Exact name of Sponsor as specified in its charter)



|                                                                     | Nebraska                                        | Not
    Applicable | 
|-------------------------------------------------------------------- | ----------------------------------------------- | ------------------ | 
|                                                                     |                                                 |                    | 
|(State or other
    jurisdiction of incorporation or organization of | (IRS Employer
    Identification No. of Issuing
|Issuing Entity)                                                      | Entity)                                        



|                                                               | 1620
    Dodge Street, Stop Code 3271, Omaha, Nebraska | 68197 | 
|-------------------------------------------------------------- | ------------------------------------------------------ | ----- | 
|                                                               |                                                        |       | 
|(Address
    of principal executive offices of Issuing Entity) | (Zip
    Code)                                        



(402) 341-0500

(Issuing Entity's telephone number, including
area code)



Securities Registered Pursuant
to Section 12(b) of the Act:



None



Securities Registered Pursuant
to Section 12(g) of the Act:



None

Title of Each Class



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  ̈      NO x



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES  ̈      NO x



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES x       NO
 ̈



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). YES x      NO  ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer ̈ | Accelerated filer ̈        
|------------------------ | --------------------------
|                         |                           
|Non-accelerated filerx   | Smaller reporting company ̈
|                         |                           
|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.  ̈



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.  ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  ̈      NO
x



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.



Registrant
does not have any voting or non-voting common equity held by non-affiliates as of the date of this report, has not been involved in bankruptcy
proceedings during the past five years and is not a corporate registrant.



DOCUMENTS INCORPORATED BY REFERENCE



No documents have been incorporated by reference into this Form 10-K.


















PART I



THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:



|(A) | Item 1: | Business
|--- | ------- | --------

|(B) | Item 1A: | Risk Factors 
|--- | -------- | -------------
|(C) | Item 1C: | Cybersecurity

|(D) | Item 2: | Properties
|--- | ------- | ----------

|(E) | Item 3: | Legal Proceedings
|--- | ------- | -----------------



Item 1B. Unresolved Staff Comments.



Not Applicable.



Item 4. Mine Safety Disclosures



Not Applicable.



PART II



THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:



|(F) | Item 5: | Market for the Registrant's Common Equity, Related Stockholder
                                            Matters and Issuer Purchases of Equity Securities
|--- | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(G) | Item 6: | Selected Financial Data
|--- | ------- | -----------------------

|(H) | Item 7: | Management's Discussion and Analysis of Financial Condition and Results of Operation
|--- | ------- | ------------------------------------------------------------------------------------

|(I) | Item 7A: | Quantitative and Qualitative Disclosures About Market Risk
|--- | -------- | ----------------------------------------------------------

|(J) | Item 8: | Financial Statements and Supplementary Data
|--- | ------- | -------------------------------------------

|(K) | Item 9: | Changes in and Disagreements
                                            With Accountants on Accounting and Financial Disclosure
|--- | ------- | --------------------------------------------------------------------------------------------------------------------------------

|(L) | Item 9A: | Controls and Procedures
|--- | -------- | -----------------------



Item 9B. Other Information.



None.



Item 9C.
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.



Not applicable.



PART III



THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:



|(M) | Item 10: | Directors, Executive Officers and Corporate Governance
|--- | -------- | ------------------------------------------------------

|(N) | Item 11: | Executive Compensation
|--- | -------- | ----------------------

|(O) | Item 12: | Security Ownership of Certain
                                            Beneficial Owners and Management and Related Stockholder Matters
|--- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------











|(P) | Item 13: | Certain Relationships and Related
                                            Transactions, and Director Independence
|--- | -------- | ---------------------------------------------------------------------------------------------------------------------

|(Q) | Item 14: | Principal Accountant Fees and Services
|--- | -------- | --------------------------------------



PART IV



Item 15. Exhibits and Financial Statement
Schedules.



a)            Listed
below are the documents filed as part of this report:



| | 1) | Financial Statements. None. In accordance
                                            with General Instruction J to Form 10-K, the Financial Statements required by Item 8 of Form
                                            10-K have been omitted.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | Financial Schedules. None. In accordance
                                            with General Instruction J to Form 10-K, any Financial Schedules required by Item 8 of Form
                                            10-K have been omitted.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | Exhibits. See Item 15(b) below.
| | -- | -------------------------------



b)            The
exhibits listed on the Exhibit Index are filed as part of, or incorporated by reference into, this report on Form 10-K.



c)            See
Item 15(a) above.



Item 16. Form 10–K
Summary



None.



SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE
WITH GENERAL INSTRUCTION J TO FORM 10-K:



Item 1112(b) of Regulation AB. Significant
Obligors of Pool Assets (Financial Information).



Not applicable.



Item 1114(b)(2) of Regulation AB. Credit
Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information Regarding Significant Enhancement Providers).



Not applicable.



Item 1115(b) of Regulation AB. Certain Derivatives
Instruments (Financial Information).



Not applicable.



2







Item 1117 of Regulation AB. Legal
Proceedings.



In re: Payment Card Fee and Merchant Discount
Antitrust Litigation



Beginning in June 2005, several
retail merchants filed lawsuits in federal courts, claiming to represent a class of similarly situated merchants, and alleging that MasterCard
and VISA USA, together with their members, conspired to charge retailers excessive interchange in violation of federal antitrust laws.
In October 2005, these suits were consolidated in In re: Payment Card Fee and Merchant Discount Antitrust Litigation (“MDL 1720”)
and venued in the United States District Court for the Eastern District of New York. The plaintiffs seek unspecified treble damages,
injunctive relief, attorneys’ fees and costs.



On April 24, 2006, plaintiffs
filed a first consolidated and amended complaint, naming First National Bank of Omaha (“FNBO”) and others as defendants.
The plaintiffs realleged the claims in their original complaints and further claimed that defendants violated federal and California
antitrust laws by combining to impose certain fees and to adopt rules and practices of VISA USA and MasterCard that the plaintiffs contend
constitute unlawful restraints of trade. In July 2007, FNBO entered into judgment and loss sharing agreements (the sharing agreements)
with VISA USA and certain financial institutions to apportion financial responsibilities arising from any potential adverse judgment
or settlement. In 2010, FNBO entered into additional contracts among the defendants relating to the apportionment of financial responsibilities
which may arise from any potential adverse judgment or settlement. FNBO and other defendants signed amendments to the above-referenced
agreements, including the most recent in October 2015, to clarify and further define the scope of coverage for potential adverse judgments
or settlements.



On October 19, 2012, the parties
entered into a settlement agreement to resolve these claims. The court granted preliminary approval of the settlement agreement on November
9, 2012. The court entered the formal Class Settlement Order and Final Judgment on January 14, 2014 (the “Order”). A series
of appeals were filed in response to the Order and on June 30, 2016, the U.S. Court of Appeals for the Second Circuit reversed the Order,
vacated the lower court’s certification of the merchant class and remanded the case to the lower court for further proceedings
not inconsistent with the Second Circuit’s order. On November 23, 2016 Class Plaintiffs filed a Petition for Writ of Certiorari
with the U.S. Supreme Court seeking a review of the Second Circuit’s decision. On March 27, 2017, the U.S. Supreme Court issued
an Order denying Class Plaintiffs’ Petition for Writ of Certiorari.



In furtherance of the Second
Circuit’s reversal and remand order, the district court in MDL 1720 appointed separate interim co-lead counsel for a Rule 23(b)(2)
Putative Injunctive Relief Class and a Rule 23(b)(3) Putative Damages Class, and the parties resumed litigation activities. On September
17, 2018, certain of the parties entered into the Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3)
Class Plaintiffs and the Defendants (“Amended Settlement Agreement”). The terms of the Amended Settlement Agreement include:
(a) a comprehensive release from the Rule 23(b)(3) Damages Class members (“Damages Class”) for liability arising out of the
claims asserted in the litigation; (b) certain settlement payments to the Damages Class; and (c) distribution to the Damages Class merchants
of a portion of interchange across all credit rate categories for a prior period of eight consecutive months. On September 10, 2018,
the Rule 23(b)(3) Class Plaintiffs filed a Motion for Preliminary Approval of the Amended Settlement Agreement. The Court granted Preliminary
Approval of the Amended Settlement Agreement on January 24, 2019. The hearing for final approval of the Amended Settlement Agreement
was held on November 2, 2019. The Court issued its Order granting final approval of the Amended Settlement Agreement on December 13,
2019 (“Final Approval Order”). As part of the Final Approval Order, the District Court made clear its intent to appoint a
Special Master to resolve franchisor/franchisee disputes regarding who may claim settlement funds. Eight appeals have been filed with
the U.S. Court of Appeals for the Second Circuit in response to the Final Approval Order. The parties concluded briefing, and the Second
Circuit held oral arguments on March 16, 2022.



3







On July 8, 2022, the Second
Circuit remanded the case to the District Court to consider whether, in the event the District Court’s disposition of the franchisor/franchisee
disputes is deemed not a final judgment, there is no just reason for delay in ruling on all other issues on appeal. On July 18, 2022,
the District Court issued its ruling and confirmed that there is no just reason for delay in the appeal of all other issues and certified
its prior Final Approval Order as a partial final judgment. On March 15, 2023, the Second Circuit affirmed the District Court’s
prior Final Approval Order as a partial final judgment, leaving open only the possibility of subsequent challenges to the Special Master’s
allocation of damages as referenced above or the release of future claims.



Litigation relating specifically
to the injunctive relief claims raised by the Rule 23(b)(2) Injunctive Relief Class in MDL 1720 is ongoing. The parties have concluded
fact discovery to supplement the record evidence established through the initial discovery period which concluded in November 2008, and
have also completed expert discovery and related motion practice. On September 27, 2021, the Court granted Plaintiffs’ motion for
class certification and certified a Rule 23(b)(2) mandatory, non-opt-out Equitable Relief Class. The parties continue to maintain an
open and ongoing dialogue to explore any potential grounds for settlement and are presently engaged in a mediation to facilitate such
efforts.



Pursuant to accounting guidance
on guarantees, FNBO, as part of the contingent litigation accrual, has recorded on its books the fair value of its potential obligations
under the additional contracts it entered into in 2010, as amended and referred to above. This liability is subject to significant estimation
risk and may materially change. Furthermore, management cannot predict with any degree of certainty how the final outcome of MDL 1720
may impact the broader credit card industry, and in this regard, FNBO.



Other Litigation Concerning the Credit Card Industry



Other antitrust lawsuits have been filed against
VISA and MasterCard from time to time, including cases filed by merchants who elected to be excluded from/opt out of the initial 2012
settlement agreement referenced above and/or the Amended Settlement Agreement. FNBO has not been a party to any material suits; however,
FNBO is a member of the MasterCard and VISA USA networks and these suits have been covered in the sharing agreements referred to above.
While a number of these suits are ongoing, in each of these covered matters that have been settled to date, the VISA portion of the settlement
payments have been made from the escrow created by VISA’s stock offerings, and the MasterCard portion has been paid in accordance
with the MasterCard sharing agreements referenced above. In addition, ongoing settlement discussions and mediation activities continue
with a number of opt-out Plaintiffs and opt-out Plaintiff groups.



4







U.S. Bank Trust Company, National
Association, in its capacity as Indenture Trustee, has provided the following information for the purposes of complying with the requirements
of Regulation AB:



“U.S. Bank National Association
(“U.S. Bank”) and other large financial institutions have been sued in their capacity as trustee or successor trustee for
certain residential mortgage backed securities ("RMBS") trusts. The complaints, primarily filed by investors or investor groups
against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors,
mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes
of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches
of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards
by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.



U.S. Bank denies liability and
believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to
investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously.
However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee
or the RMBS trusts.



On March 9, 2018, a law firm
purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the
“Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”)
in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities,
with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al.
v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended
on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning
administration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan
borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on
behalf of the DSTs in the NCMSLT Action.



U.S. Bank has filed a motion
seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or,
in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November
7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020,
the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court
of Chancery concerning the DSTs and the Student Loans, which remains pending.



5







U.S. Bank denies liability in
the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance
in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and
intends to continue contesting the plaintiffs’ claims vigorously.”



Item 1119 of Regulation AB.
Affiliations and Certain Relationships and Related Transactions.



The information
required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.



Item 1122 of Regulation AB.
Compliance with Applicable Servicing Criteria.



Each of FNBO and U.S. Bank Trust Company, National
Association (the “Trustee”) (each, a “Servicing Participant”), has been identified by the registrant as a party
participating in the servicing function during the reporting period with respect to more than 5% of the pool assets held by the Trust.
Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such
Servicing Participant (each, a “Report on Assessment”) during the Trust’s fiscal year ending December 31, 2023, which
Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation
report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on
Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. Neither the Reports on Assessment nor the Attestation
Reports have identified any material instances of noncompliance with the servicing criteria applicable to the Servicing Participants.



Item 1123 of Regulation AB.
Servicer Compliance Statement.



FNBO has been identified by the registrant as
a servicer during the reporting period with respect to the pool assets held by the Trust. FNBO has provided a Servicer Compliance Statement,
signed by an authorized officer, and such Servicer Compliance Statement is attached as an exhibit to this Form 10-K.



6







EXHIBIT INDEX



|Exhibit
    3.1  | Articles
    of Organization of First National Funding LLC (incorporated by reference to registrants’ registration statement filed on April
    18, 2002, file no. 333-86574-01)                                                                                                                                                                                                                                                                                                        
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    3.2  | Operating
    Agreement of First National Funding LLC, dated as of October 24, 2002 (incorporated by reference to registrants’ Form 8-K filed
    on November 4, 2002, file no. 333-86574-01)                                                                                                                                                                                                                                                                                           
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.1  | Second
    Amended and Restated Master Indenture, dated as of September 23, 2016, between First National Master Note Trust and U.S. Bank National
    Association (incorporated by reference from registrants’ Form 8-K filed on September 28, 2016, file no. 333- 209738)                                                                                                                                                                                                              
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.2  | First
    Amendment to Second Amended and Restated Master Indenture, dated as of April 27, 2023, between First National Master Note Trust and
    U.S. Bank Trust Company, National Association, as indenture trustee (incorporated by reference from registrants’ Form 8-K filed
    on April 27, 2023, file no. 333-1396730)                                                                                                                                                          
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.3  | Second
    Amendment to Second Amended and Restated Master Indenture, dated as of September 22, 2023, between First National Master Note Trust
    and U.S. Bank Trust Company, National Association, as indenture trustee (incorporated by reference from registrants’ Form 8-K
    filed on September 22, 2023, file no. 333-1396730)                                                                                                                                                 
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.4  | Omnibus
    Instrument of Appointment and Acceptance of U.S. Bank National Association As Successor Indenture Trustee, dated as of June 18, 2013,
    among U.S. Bank National Association, The Bank of New York Mellon Trust Company, N.A. and First National Master Note Trust and acknowledged
    and accepted by First National Funding LLC and First National Bank of Omaha (incorporated by reference from registrants’ Form
    S-3 filed on July 24, 2013, file no. 333-190096)
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.5  | Form
    of Indenture Supplement, including form of Notes (incorporated by reference from registrants’ Amendment No. 1 to Form SF-3
    filed on August 5, 2022, file no. 333- 265964)                                                                                                                                                                                                                                                                                                  
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.6  | Series
    2023-1 Indenture Supplement, dated as of April 27, 2023, between First National Master Note Trust and U.S. Bank Trust Company, National
    Association, as indenture trustee (incorporated by reference from registrants’ Form 8-K filed on April 27, 2023, file no. 333-1396730)                                                                                                                                                                                           
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.7  | Risk
    Retention Agreement, dated as of April 27, 2023, by and among First National Bank of Omaha, First National Funding LLC and First
    National Master Note Trust (incorporated by reference from registrants’ Form 8-K filed on April 27, 2023, file no. 333-1396730)                                                                                                                                                                                                           
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.8  | Series
    2023-2 Indenture Supplement, dated as of September 22, 2023, between First National Master Note Trust and U.S. Bank Trust Company,
    National Association, as indenture trustee (incorporated by reference from registrants’ Form 8-K filed on September 22, 2023,
    file no. 333-1396730)                                                                                                                                                                               
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.9  | Risk
    Retention Agreement, dated as of September 22, 2023, by and among First National Bank of Omaha, First National Funding LLC and First
    National Master Note Trust (incorporated by reference from registrants’ Form 8-K filed on September 22, 2023, file no. 333-1396730)                                                                                                                                                                                                   
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.10 | Second
    Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016, among First National Funding LLC, First National
    Bank of Omaha and First National Master Note Trust (incorporated by reference from registrants’ Form 8-K filed on September
    28, 2016, file no. 333- 209738)                                                                                                                                                                  
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit
    4.11 | Second
    Amended and Restated Trust Agreement of First National Master Note Trust, dated as of September 23, 2016, between First National
    Funding LLC and Wilmington Trust Company (incorporated by reference from registrants’ Form 8-K filed on September 28, 2016,
    file no. 333209738)                                                                                                                                                                                     











|Exhibit
    4.12 | Second
    Amended and Restated Administration Agreement, dated as of September 23, 2016, between First National Master Note Trust and First
    National Bank of Omaha (incorporated by reference from registrants’ Form 8-K filed on September 28, 2016, file no. 333- 209738)                                      
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                                                                                                                                                                                                                       
|Exhibit
    4.13 | Second
    Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016, between First National Bank of Omaha and First
    National Funding LLC (incorporated by reference from registrants’ Form 8-K filed on September 28, 2016, file no. 333- 209738)                                      
|                 |                                                                                                                                                                                                                                                                                                                       
|Exhibit
    4.14 | Asset
    Representations Review Agreement, dated as of September 23, 2016, among First National Bank of Omaha, First National Funding LLC,
    First National Master Note Trust and FTI Consulting, Inc. (incorporated by reference from registrants’ Form 8-K filed on September
    28, 2016, file no. 333- 209738)
|                 |                                                                                                                                                                                                                                                                                                                       
|Exhibit
    31.1 | Certification
    pursuant to Rule 13a-14(d)/ 15d–14(d) of the Securities Exchange Act of 1934 (Section 302 Certification).                                                                                                                                                                                           
|                 |                                                                                                                                                                                                                                                                                                                       
|Exhibit
    33.1 | Report
    on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB) concerning servicing activities of FNBO
    for the year ended December 31, 2023.                                                                                                                             
|                 |                                                                                                                                                                                                                                                                                                                       
|Exhibit
    33.2 | Report
    on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB) concerning servicing activities of the
    Trustee for the year ended December 31, 2023.                                                                                                                      
|                 |                                                                                                                                                                                                                                                                                                                       
|Exhibit
    34.1 | Independent
    Registered Public Accounting Firm Attestation Report concerning servicing activities of FNBO for the year ended December 31, 2023.                                                                                                                                                                    
|                 |                                                                                                                                                                                                                                                                                                                       
|Exhibit
    34.2 | Independent
    Registered Public Accounting Firm Attestation Report concerning servicing activities of the Trustee for the year ended December 31,
    2023.                                                                                                                                                         
|                 |                                                                                                                                                                                                                                                                                                                       
|Exhibit
    35.1 | Servicer
    Compliance Statement (pursuant to Item 1123 of Regulation AB) of FNBO for the year ended December 31, 2023.                                                                                                                                                                                              



2







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Issuing Entity has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|Dated: March 26, 2024 | FIRST NATIONAL MASTER NOTE TRUST
|--------------------- | --------------------------------



| | By: First National Bank of Omaha,                  
| | ---------------------------------------------------
| | As Servicer of First National
    Master Note Trust



| | By: | /s/ Anthony R. Cerasoli            
| | --- | -----------------------------------
| |     | Anthony R. Cerasoli,               
| |     | Senior Vice President and Treasurer











SUPPLEMENTAL INFORMATION
TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.



No annual report, proxy
statement, form of proxy or other proxy soliciting material has been sent to Noteholders during the period covered by this Annual Report
on Form 10-K and the registrant does not intend to furnish such materials to Noteholders subsequent to the filing of this report.