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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.…

Filed Aug 7, 2026Accepted Aug 7, 2026, 11:41 AM EDTCIK 1966394Accession 0001193125-26-339638
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Recent company filings

  1. Other EventsSep 17, 2026
  2. 4 filingSep 9, 2026
  3. Unregistered Sales of Equity Securities · Other EventsSep 4, 2026
  4. Other EventsAug 20, 2026
  5. 10-Q filingAug 11, 2026

Disclosure sections

Items 3.02, 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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.