Fortress Net Lease REIT 8-K

What Happened
Fortress Net Lease REIT filed an 8-K reporting two main actions: on January 2, 2026 the company issued and sold an aggregate of 3,660,744 common shares for gross proceeds of approximately $37.8 million (sales priced using NAV per share as of November 30, 2025), and on December 31, 2025 the company declared distributions for each class of common shares, payable on or about January 5, 2026 to holders of record as of December 31, 2025. The share sales were made under exemptions from registration (Section 4(a)(2), Regulation D and/or Regulation S).

Key Details

• Total shares sold: 3,660,744 common shares for approximately $37,754,036 gross proceeds. Breakdown by class:
  • Class S: 988,235 shares — $10,172,000
  • Class I: 1,778,400 shares — $18,331,036
  • Class F‑S: 379,773 shares — $3,915,000
  • Class F‑I: 509,646 shares — $5,286,000
  • Class E: 4,690 shares — $50,000
• Distribution declared (gross per share = $0.0709) with net distributions after fees:
  • Class S net: $0.0529 (shareholder servicing $0.0073; management $0.0107)
  • Class I net: $0.0602 (management $0.0107)
  • Class F‑S net: $0.0550 (shareholder servicing $0.0073; management $0.0086)
  • Class F‑I net: $0.0623 (management $0.0086)
  • Class D‑S net: $0.0621 (management $0.0088)
  • Class E net: $0.0709 (no fees)
• Distribution payment options: paid in cash or reinvested under the company’s distribution reinvestment plan.

Why It Matters
The share issuance raises about $37.8 million of capital for Fortress Net Lease REIT, which can be used for acquisitions, operations or other corporate purposes. The declared distributions are routine cash returns to shareholders (or reinvestment if elected) and show the per‑share payout for each share class after fees, information investors need for income planning and yield calculations. Investors should note the different net payouts across share classes due to servicing and management fees and the record/payment dates (Dec 31, 2025 record; on/about Jan 5, 2026 payment).