Fortress Net Lease REIT 8-K

What Happened

• Fortress Net Lease REIT reported on Form 8‑K that on December 23, 2025 FNLR Print LLC (an indirect, wholly owned subsidiary) entered into a Subsidiary Loan Agreement with Bank of America, N.A. as administrative agent and lenders providing an uncommitted loan facility of up to $111,100,000. The Subsidiary Loan matures on December 23, 2028 (or earlier if the agreement terminates) and bears interest equal to the lesser of Monthly SOFR + 190 basis points (1.90%) per annum or the maximum lawful rate. The loan is secured by substantially all of the Borrower’s assets (subject to certain exclusions) and is prepayable without penalty.
• The Company also disclosed under Item 2.03 that this arrangement creates a direct financial obligation. In connection with the loan, FNLR OP LP (the Company’s wholly owned Operating Partnership) provided a Carveout Guaranty covering certain post-closing title obligations, specified non-recourse “Enforcement Event” carve-outs, and certain financial covenants (including minimum net worth and liquidity requirements). The guaranty also exposes the Operating Partnership to liability for costs from customary “bad boy” events.

Key Details

• Facility size: $111,100,000 maximum (uncommitted).
• Borrower / date: FNLR Print LLC, loan agreement dated Dec 23, 2025.
• Maturity: Dec 23, 2028 (or earlier if terminated); interest = Monthly SOFR + 190 bps, capped by applicable law.
• Security & guaranty: Loan secured by substantially all Borrower assets; FNLR OP LP provided a Carveout Guaranty with specified financial covenants and liability for certain carve-outs and “bad boy” acts.
• Prepayment: Loan is prepayable without premium or penalty.

Why It Matters

• This 8‑K documents a new debt facility for a Fortress subsidiary and a contractual guaranty by the Company’s Operating Partnership for specific obligations and carve-outs. That makes the Operating Partnership potentially liable for certain amounts under the loan agreement and may impose financial and distribution limitations at the subsidiary level.
• Investors should note the size, maturity (2028), interest mechanics (SOFR‑based), security, and the carveout guaranty because these items affect the company’s credit exposure and the structure of liabilities. Future disclosures should be watched for actual borrowings under the facility, compliance with the guaranty’s covenants, and any material impacts on liquidity or distributions.