Current Report · Items 3.02, 8.01 · 8-K
Fortress Net Lease REIT
Unregistered Sales of Equity Securities · Other Events
Item 3.02 Unregistered Sales of Equity Securities. On August 3, 2026, Fortress Net Lease REIT (the “Company” or “we”) issued and sold an aggregate of 8,634,316 common shares for gross proceeds of approximately $91.3 million, based on net asset value per share of the applicable class of common shares as of June 30, 2026.…
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On August 3, 2026, Fortress Net Lease REIT (the “Company” or “we”) issued and sold an aggregate of 8,634,316 common shares for gross proceeds of approximately $91.3 million, based on net asset value per share of the applicable class of common shares as of June 30, 2026. 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 3,319,209 $34,861,986
Class I 4,080,059 $43,183,341
Class F-S 178,246 $1,896,000
Class F-I 1,056,802 $11,315,500
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On July 31, 2026, 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 S $0.0736 $ 0.0074 $0.0109 $0.0553
Class D $0.0736 $ 0.0022 $0.0110 $0.0605
Class I $0.0736 $ — $0.0110 $0.0626
Class F-S $0.0736 $ 0.0075 $0.0089 $0.0572
Class F-I $0.0736 $ — $0.0089 $0.0647
Class D-S $0.0736 $ — $0.0092 $0.0644
Class E $0.0736 $ — $— $0.0736
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 July 31, 2026, and will be paid on or about August 3, 2026. 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.