Fortress Net Lease REIT 8-K

What Happened

• Fortress Net Lease REIT filed an 8‑K (Feb 6, 2026) announcing two actions: (1) it issued and sold an aggregate of 4,011,918 common shares for gross proceeds of approximately $41.6 million (priced using NAV per share as of Dec 31, 2025); and (2) it declared distributions on all classes of common shares on January 30, 2026, payable on or about February 3, 2026 (or reinvested under the company’s DRIP). The 8‑K was signed by CFO Avraham Dreyfuss.

Key Details

• Share issuance (exempt from registration under Section 4(a)(2), Regulation D and/or Regulation S):
  • Class S: 1,383,800 shares — $14,306,000
  • Class I: 1,708,833 shares — $17,687,280
  • Class F‑S: 344,552 shares — $3,567,840
  • Class F‑I: 574,733 shares — $5,989,000
  • Total: 4,011,918 shares — approximately $41.6M gross proceeds
• Distributions declared (gross $0.0712 per share; net equals gross minus servicing and management fees):
  • Class S net: $0.0531 (fees: $0.0073 servicing, $0.0108 management)
  • Class I net: $0.0604 (management fee $0.0108)
  • Class F‑S net: $0.0552 (fees: $0.0073 servicing, $0.0086 management)
  • Class F‑I net: $0.0625 (management fee $0.0087)
  • Class D‑S net: $0.0623 (management fee $0.0089)
  • Class E net: $0.0712 (no fees)
• Record date/ timing: Net distributions payable to shareholders of record immediately following the close of business on January 30, 2026, with payment on or about February 3, 2026; shareholders may elect cash or reinvestment.

Why It Matters

• Capital raise: The share sales generated approximately $41.6M of gross proceeds, providing liquidity the company can use for investments, operations, or debt management. The issuance was done at NAV per share as of Dec 31, 2025 and was exempt from SEC registration.
• Income for investors: The declared distributions provide a near‑term cash return (or reinvestment option) to shareholders with class‑specific net amounts reflecting servicing and management fees. Retail investors should note the per‑class fees reduce the cash received and that reinvestment increases share count.
• Practical investor considerations: Watch for any change in shares outstanding (potential dilution) from the new issuance and consider how the proceeds and distribution policy fit your income and total‑return goals.