Discover Card Execution Note Trust

12/19/2025 | Press release | Distributed by Public on 12/19/2025 12:33

Material Event (Form 8-K)

Item 8.01.

Other Events.

DCENT Defeasance Amendments

On December 18, 2025, the following program agreements relating to the Discover Card Master Trust I ("DCMT") and Discover Card Execution Note Trust ("DCENT") issuance platform were amended:

DCENT, as issuer (the "Issuer"), and U.S. Bank Trust Company, National Association ("USBTC"), as indenture trustee for DCENT (in such capacity, the "Indenture Trustee"), entered into Amendment No. 1 to Second Amended and Restated Indenture (the "Indenture Amendment").

The Indenture Amendment provides for (i) the defeasance of any or all outstanding series, classes, or tranches of notes issued by Discover Card Execution Note Trust and (ii) in connection with any such defeasance, the cancellation of any subordinated notes held by Discover Funding LLC or any of its affiliates that, taken in the aggregate, provide credit enhancement solely for the benefit of notes belonging to any such defeased series, class, or tranche of notes.

Discover Funding LLC ("Funding"), as beneficiary (the "Beneficiary"), and Wilmington Trust Company ("WTC"), as owner trustee for DCENT (in such capacity, the "Owner Trustee"), entered into Amendment No. 1 to Second Amended and Restated Trust Agreement (the "Trust Agreement Amendment").

The Trust Agreement Amendment addresses DCENT's purposes and powers in connection with a defeasance undertaken in accordance with the Second Amended and Restated Indenture.

Capital One, National Association ("CONA"), as master servicer and servicer, Funding, as transferor (the "Transferor"), and USBTC, as trustee for DCMT (in such capacity, the "DCMT Trustee"), entered into Amendment No. 1 to Fourth Amended and Restated Pooling and Servicing Agreement (the PSA Amendment") and Amendment No. 1 to Second Amended and Restated Series 2007-CC Supplement (the "Series Supplement Amendment and, together with the PSA Amendment, the "Pooling and Servicing Agreement Amendment" and, together with the Indenture Amendment and the Trust Agreement Amendment, the "DCENT Defeasance Amendments").

The Pooling and Servicing Agreement Amendment addresses provisions relating to the termination of DCMT and reassignment of the portfolio of credit card receivables to Funding in connection with a defeasance undertaken in accordance with the Second Amended and Restated Indenture.

Each of the DCENT Defeasance Amendments is filed as an Exhibit to this current report on Form 8 K.

Defeasance of Outstanding DiscoverSeries Class A Notes

On December 18, 2025, after giving effect to the DCENT Defeasance Amendments described above, Funding, as Beneficiary on behalf of DCENT, defeased the outstanding DiscoverSeries Class A(2021-2) Notes, Class A(2023-1) Notes, and Class A(2023-2) Notes (collectively, the "Class A Notes") issued by DCENT pursuant to Section 1310 of the Second Amended and Restated Indenture, as amended by the Indenture Amendment, and a Defeasance Agreement, dated as of December 18, 2025 (the "Defeasance Agreement"), by establishing certain defeasance principal funding accounts and defeasance interest funding accounts in the name of the Indenture Trustee and crediting, or causing to be credited, to such accounts certain defeasance collateral.

The defeasance collateral consists of U.S. Treasury bonds, cash, or a combination of both, in an aggregate amount that is expected to be sufficient to pay the remaining principal of, and interest on, the Class A Notes in accordance with their terms, as detailed in the DCENT program agreements. A portion of the U.S. Treasury bonds, cash, or a combination of both was deposited into dedicated defeasance principal funding accounts and defeasance interest funding accounts established for each tranche of the Class A Notes. Upon completion of the defeasance, the amounts credited to each of these segregated funding accounts are the sole source for the scheduled payments of principal of, and interest on, the Class A Notes.

The Defeasance Agreement is filed as an Exhibit to this current report on Form 8-K.

Cancellation of DCENT Subordinated Notes, Release of Original Collateral from Lien of Indenture, Cancellation of Series 2007-CC Collateral Certificate, Termination of DCMT and Reassignment of DCMT Trust Portfolio to CONA

In connection with the defeasance, Funding, as Beneficiary on behalf of DCENT or as Holder of the DCMT Transferor Certificate (as applicable) (i) retired and canceled each subordinated class of DiscoverSeries notes, all of which were held by Funding or its affiliates, pursuant to Section 603 of the Second Amended and Restated Indenture, as amended by the Indenture Amendment; (ii) directed the Indenture Trustee to release the original collateral securing DCENT's obligations with respect to the defeased Class A Notes, including the Series 2007-CC Collateral Certificate, which represented a beneficial interest in the portfolio of credit card receivables held by DCMT, from the lien of the Indenture and to transfer such collateral, including the Series 2007-CC Collateral Certificate, to Funding; (iii) canceled the Series 2007-CC Collateral Certificate, surrendered it to the DCMT Trustee pursuant to Section 6.14 of the Fourth Amended and Restated Pooling and Servicing Agreement, as amended by the Pooling and Servicing Agreement Amendment, and terminated DCMT and the obligations of the parties to the Pooling and Servicing Agreement, subject to the survival of certain limited obligations, pursuant to Article XII of the Fourth Amended and Restated Pooling and Servicing Agreement, as amended by the Pooling and Servicing Agreement Amendment; (iv) directed the reassignment of the portfolio of credit card receivables from DCMT to Funding pursuant to a Reassignment and Release, and from Funding to CONA pursuant to a Reconveyance of Receivables; and (v) terminated each of the

program agreements relating to DCMT pursuant to their terms, as acknowledged pursuant to an Omnibus Termination Acknowledgement and a Termination and Consent Agreement with respect to the Asset Representations Review Agreement, dated as of December 18, 2025 ("ARRA Termination and Consent Agreement").

Copies of the Reassignment and Release, Reconveyance of Receivables, Omnibus Termination Acknowledgement, and ARRA Termination and Consent Agreement are filed as Exhibits to this current report on Form 8-K.

Section 9 - Financial Statements and Exhibits.

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