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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.…

Filed Sep 22, 2026Accepted Sep 22, 2026, 5:07 PM EDTCIK 2012139Accession 0001193125-26-398118
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Recent company filings

  1. SC TO-I/A filingAug 26, 2026
  2. Unregistered Sales of Equity Securities · Other EventsAug 24, 2026
  3. 10-Q filingAug 11, 2026
  4. 40-17G filingJul 23, 2026
  5. SC TO-I filingJul 23, 2026

Disclosure sections

Items 1.01, 2.03, 3.02, 8.01, 9.01

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 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) ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 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.