Fortress Net Lease REIT

11/07/2025 | Press release | Distributed by Public on 11/07/2025 14:10

Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On November 3, 2025, Fortress Net Lease REIT (the "Company" or "we") issued and sold an aggregate of 5,930,511 common shares for gross proceeds of approximately $61.0 million, based on net asset value per share of the applicable class of common shares as of September 30, 2025. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.

The following table details the common shares sold:

Common Shares

Number of Shares Sold

Gross Proceeds

Class S

14,595

$

150,000

Class I

929,455

$

9,552,663

Class F-S

3,710,971

$

38,139,500

Class F-I

1,275,490

$

13,183,719

Item 8.01 Other Events.

On October 31, 2025, the Company declared distributions for each class of its common shares in the amount per share set forth below:

Gross Distribution

Shareholder Servicing Fee

Management Fee

Net Distribution

Class I

$

0.0707

$

-

$

0.0107

$

0.0600

Class F-S

$

0.0707

$

0.0073

$

0.0086

$

0.0549

Class F-I

$

0.0707

$

-

$

0.0086

$

0.0621

Class D-S

$

0.0707

$

-

$

0.0088

$

0.0619

Class E

$

0.0707

$

-

$

-

$

0.0707

The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees and management fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on October 31, 2025, and will be paid on or about November 4, 2025. These distributions will be paid in cash or reinvested in the applicable class of the Company's common shares for shareholders participating in the Company's distribution reinvestment plan.

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