Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Subsidiary Loan Agreement and Carveout Guaranty

On September 19, 2025, FNLR Logistics LLC, a Delaware limited liability company ("Borrower 1") and FNLR Grocery LLC, a Delaware limited liability company ("Borrower 2" and Borrower 1 and Borrower 2 are, individually and/or collectively (as the context requires) referred to herein as "Borrower"), each an indirect, wholly-owned subsidiary of Fortress Net Lease REIT (the "Company"), entered into a Loan Agreement (the "Subsidiary Loan Agreement") with Bank of America, N.A., as administrative agent (in such capacity, the "Administrative Agent"), and the lenders from time to time party thereto. Pursuant to the Subsidiary Loan Agreement, the lenders agreed to make loans available to Borrower on an uncommitted basis in an aggregate principal amount not to exceed $347,500,000 (the "Subsidiary Loan"). Subject to the terms and conditions of the Subsidiary Loan Agreement, all amounts outstanding under the Subsidiary Loan Agreement will be due and payable in full on September 19, 2028 subject to two (2) extension options of one (1) year each, which if exercised would expire on September 19, 2030, or such earlier date upon which the Subsidiary Loan Agreement shall terminate in accordance with the provisions thereof. Capitalized terms used herein and not otherwise defined herein shall have the meaning attributed to such terms in the Subsidiary Loan Agreement.

The obligations of Borrower under the Subsidiary Loan Agreement are secured by substantially all of the assets of each Borrower, in each case subject to certain exclusions set forth in the Subsidiary Loan Agreement and the other Loan Documents. Further, the Subsidiary Loan will bear interest at the lesser of (i) a rate equal to Monthly SOFR, plus one hundred seventy basis points (1.70%) per annum and (ii) the maximum non-usurious interest rate. The Subsidiary Loan is prepayable, in whole or in part, at any time without premium or penalty, in accordance with the terms of the Subsidiary Loan Agreement.

The Subsidiary Loan Agreement contains various restrictions and covenants applicable to Borrower. Among other requirements, Borrower may not exceed certain debt limitations and is subject to certain distribution limitations, subject to certain carveouts described more fully therein.

The Subsidiary Loan Agreement also contains customary events of default. If an event of default under the Subsidiary Loan Agreement occurs and is continuing, then the Administrative Agent may declare any outstanding obligations under the Subsidiary Loan Agreement to be immediately due and payable. In addition, if Borrower becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Subsidiary Loan Agreement will automatically become due and payable.

In connection with the Subsidiary Loan Agreement, FNLR OP LP, a wholly owned subsidiary through which the Company owns all or substantially all its assets (the "Operating Partnership"), provided a guaranty (the "Carveout Guaranty"), pursuant to which the Operating Partnership (i) has agreed to guarantee the payment of the Indebtedness pursuant to the Subsidiary Loan Agreement in the event of specified non-recourse carve-outs referred to as "Enforcement Events" with respect to the Borrower or any Property and (ii) agreed to satisfy certain financial covenants as set forth in the Carveout Guaranty, including minimum net worth and liquidity requirements. The Operating Partnership is also liable under the Carveout Guaranty for costs, expenses, damages and losses actually incurred by the Administrative Agent resulting from customary "bad boy" events pertaining to the Operating Partnership as described more fully in the Carveout Guaranty.

The foregoing is only a summary of the material provisions of the Subsidiary Loan agreement and Carveout Guaranty and is qualified in its entirety to the full text of the Subsidiary Loan Agreement and Carveout Guaranty, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K (this "Current Report") and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.