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): January 28, 2019

51-0020270

(IRS Employer Identification No. of the sponsor)

47-4047337

(IRS Employer Identification No. of the depositor)

(302) 323-7315

(Telephone, including area code)

Former name or former address, if changed since last report: Not Applicable

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:

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.  ☐

On January 28, 2019, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into an Underwriting Agreement by and among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. (the “Class A(2019-1) Underwriting Agreement”), with respect to notes to be issued by Discover Card Execution Note Trust in one or more series, classes and tranches (the “Class A(2019-1) Notes”) pursuant to the Amended and Restated Indenture, dated as of December 22, 2015, as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), and a Terms Document having the date stated in the applicable Terms Agreement, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. A copy of the Class A(2019-1) Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On January 28, 2019, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Barclays Capital Inc. and Citigroup Global Markets Inc. with respect to the issuance of $1,250,000,000 principal amount of Class A(2019-1) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2019-1) Terms Agreement”). A copy of the Class A(2019-1) Terms Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about February 1, 2019, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2019-1) Terms Document. An unexecuted copy of the Class A(2019-1) Terms Document is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about February 1, 2019, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank intend to enter into a Risk Retention Agreement with respect to the Class A(2019-1) Notes (the “Class A(2019-1) Risk Retention Agreement”). An unexecuted copy of the Class A(2019-1) Risk Retention Agreement is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Class A(2019-1) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of January 28, 2019 (the “Class A(2019-1) Certification”). A copy of the Class A(2019-1) Certification is filed as Exhibit 36.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Class A(2019-1) Notes, Mayer Brown LLP, counsel to Discover Bank and Discover Card Execution Note Trust, has delivered (i) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated January 29, 2019, regarding the legality of the Class A(2019-1) Notes upon issuance and sale thereof on or about February 1, 2019; and (ii) an opinion to Discover Funding LLC (as beneficiary of

Discover Card Execution Note Trust), dated January 29, 2019, as to certain federal tax matters concerning the Class A(2019-1) Notes. A copy of the opinion as to legality is filed as Exhibit 5.1 to this Current Report on Form 8-K, and a copy of the opinion as to certain federal tax matters is filed as Exhibit 8.1 to this Current Report on Form 8-K.

SIGNATURES

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

Date: January 29, 2019