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Item 1.01.
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Entry into a Material Definitive Agreement.
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On July 25, 2025, FNLR OP LP, as borrower (the "Borrower"), Fortress Net Lease REIT, as guarantor (the "Company"), the other guarantors party thereto (together with the Company, the "Guarantors" and, collectively with the Borrower, the "Loan Parties"), entered into that certain Third Amendment to Credit Agreement and New Lender Joinder Agreement (the "Third Amendment") with each lender and letter of credit issuer party thereto, Bank of America, N.A. as administrative agent (the "Administrative Agent"), and each of JPMorgan Chase Bank, N.A. and M&T Bank, as a Joint Leader Arranger and revolving credit lender and term loan lender thereunder, amending that certain Credit Agreement, initially dated August 13, 2024 and as most recently amended on April 11, 2025, among the Loan Parties, the lenders and the letter of credit issuer party thereto and the Administrative Agent. Capitalized terms used herein but not defined will have the meanings ascribed to such terms in the Third Amendment.
Pursuant to the Third Amendment, the aggregate principal amount of the Credit Facilities was increased from $1,075,000,000 to $1,275,000,000 in the form of (i) an increase in the aggregate commitments to the revolving credit facility from $892,500,000 to $1,047,500,000, of which $25,000,000 is available for standby letters of credit (the "Revolving Credit Facility"), and (ii) an increase in the aggregate outstanding principal amount of the term loan from $182,500,000 to $227,500,000 (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Credit Facilities"). In addition, pursuant to the Third Amendment, subject to the satisfaction of certain criteria and conditions, the Loan Parties may offer Loan Assets that qualify as First Mortgage Investments to be included in the calculation of Borrowing Base Value.
The foregoing description is only a summary of the material provisions of the Third Amendment and is qualified in its entirety by reference to the full text of the Third Amendment.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 of this Current Reportis incorporated by reference into this Item 2.03.