Item 3.02. Unregistered Sale of Equity Securities.
On May 1, 2025, Fortress Net Lease REIT (the "Company") issued and sold an aggregate of 6,363,755 common shares for gross proceeds of approximately $65.4 million, based on net asset value per share of the applicable class of common shares as of March 31, 2025. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.
The following table details the common shares sold:
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Common Shares
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Number of Shares Sold
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Gross Proceeds
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Class I
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1,264,728
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$
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12,891,500
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Class F-S
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798,939
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$
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8,130,000
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Class F-I
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2,151,694
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$
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22,000,000
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Class E
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2,148,394
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$
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22,420,000
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Item 8.01. Other Events.
On April 30, 2025,the Company declared distributions for each class of its common shares in the amount per share set forth below:
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Gross Distribution
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Shareholder
Servicing Fee
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Net Distribution
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Class I
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$
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0.0573
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$
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-
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$
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0.0573
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Class F-S
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$
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0.0573
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$
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0.0072
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$
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0.0501
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Class F-I
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$
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0.0573
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$
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-
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$
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0.0573
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Class D-S
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$
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0.0573
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$
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-
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$
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0.0573
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Class E
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$
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0.0573
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$
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-
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$
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0.0573
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The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on April30, 2025, and will be paid on or about May 2, 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.