Current Report · Items 1.01, 2.03, 3.02, 8.01, 9.01 · 8-K
Fortress Private Lending Fund
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Other Events
Item 3.02 Unregistered Sales of Unregistered Securities. During September 2026, Fortress Private Lending Fund (the “Company”) sold its Class I common shares of beneficial interest, par value $0.01 per share (the “Shares”) for aggregate consideration of $25.8 million. The number of Shares to be issued was finalized on September 18, 2026.…
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Unregistered Securities.
During September 2026, Fortress Private Lending Fund (the “Company”) sold its Class I common shares of beneficial interest, par value $0.01 per share (the “Shares”) for aggregate consideration of $25.8 million. The number of Shares to be issued was finalized on September 18, 2026. The purchase price per Share equaled the Company’s net asset value (“NAV”) per Share as of August 31, 2026. The offer and sale of the Shares was made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and other available exemptions from the registration requirements of the Securities Act to investors who are “accredited investors” within the meaning of Regulation D under the Securities Act.
Date of Unregistered Sale Amount of Shares Total Consideration
(in thousands)
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As of September 1, 2026 (number of Class I common shares finalized on September 18, 2026) 1,065,109 $25,770
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
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 is incorporated by reference into this Item 2.03.