Fortress Private Lending Fund 8-K

What Happened

• Fortress Private Lending Fund filed an 8-K on April 28, 2026 announcing that in April 2026 it sold 1,004,122 Class I common shares for aggregate consideration of $24.106 million. The number of shares was finalized on April 24, 2026 and the purchase price equaled the Company’s NAV per share as of March 31, 2026.
• The filing also reported the Company’s March 31, 2026 NAV per Class I share of $24.01, preliminary portfolio and balance sheet metrics as of that date, and a declared April 2026 distribution of $0.1715 per Class I share (payable to holders of record as of April 30, 2026, on or about May 26, 2026).

Key Details

• Unregistered sale: 1,004,122 Class I shares for $24,106,000 (sale made under Section 4(a)(2), Regulation D/506(b) and Regulation S exemptions to accredited investors).
• NAV and balance sheet (as of March 31, 2026, preliminary):
  • NAV per Class I share: $24.01
  • Aggregate NAV: ≈ $1.0 billion
  • Fair value of portfolio investments: ≈ $1.7 billion
  • Debt outstanding: ≈ $716.3 million
• Portfolio composition (by fair value): ~97.9% first lien, ~99.9% floating-rate debt across 87 portfolio companies in 20 industries; directly originated debt median EBITDA $80.5M; weighted average net loan-to-value 45.5%; interest coverage 3.0x.
• Yields: weighted average yield at fair value — directly originated debt 10.1%, overall portfolio 9.8%.
• Offering status and shares outstanding: Company is continuously offering shares in exempt transactions; total issued for cash as of filing was 43,209,374 shares for ~$1.1 billion (does not include shares from the distribution reinvestment plan); issued and outstanding: 43,551,078. There is no established public market for the shares.

Why It Matters

• The filing gives investors updated NAV, portfolio size and composition, leverage and yield metrics, and confirms a monthly cash/reinvestment distribution — all key measures for evaluating a closed-end/private lending fund’s income profile and risk exposure.
• The April share sale increased outstanding shares under the Company’s ongoing exempt offering; investors should note the offering is not registered and there is no public market for the shares.
• The portfolio/financial figures are management’s preliminary determinations as of April 24, 2026 and may change when the Company files its Form 10-Q for the quarter ended March 31, 2026.