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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to _______

Commission File Number 000-56536

Fortress Net Lease REIT

(Exact name of registrant as specified in its charter)


Maryland		92-1937121
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

     1345 Avenue of the Americas
New York, NY

     10105

     (Address of principal executive offices)

     (Zip Code)

Registrant’s telephone number, including area code: (212) 798-6100

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

     Title of each class:

     Trading Symbol(s):

     Name of each exchange on which 
registered:

     N/A

     N/A

     N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 14, 2026, the issuer had the following shares outstanding: 12,466,324 Class S shares, 25,892,783 Class I shares, 25,967,111 Class F-S shares, 73,530,215 Class F-I shares, 37,497,771 Class D-S shares and 2,585,086 Class E shares.

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements, which relate to future events or the future performance or financial condition of Fortress Net Lease REIT (the “Company,” “we,” “us,” or “our”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Some of the statements in this Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Form 10-Q may include statements as to:

•

our future operating results;

•

our business prospects and the prospects of the assets in which we may invest;

•

the impact of the investments that we expect to make;

•

our ability to raise sufficient capital to execute our investment strategy;

•

our ability to source adequate investment opportunities to efficiently deploy capital;

•

our current and expected financing arrangements and investments;

•

the effect of global and national economic and market conditions generally upon our operating results, including, but not limited to, changes with respect to inflation, interest rate changes and supply chain disruptions, and changes in government rules, regulations and fiscal policies;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our investments;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with FNLR Management LLC, a Delaware limited liability company (the “Adviser”), or any of its affiliates;

•

the dependence of our future success on the general economy and its effect on the assets in which we may invest;

•

our use of financial leverage;

•

the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

•

the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•

our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

•

our tax status and the tax status and attributes of entities and assets in which we may invest.

In addition, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology, although not all forward-looking statements include these words. The forward-looking statements contained in this Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors,” “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026. Other factors that could cause our actual results to differ materially include:

•

changes in the economy, particularly those affecting the real estate industry;

Table of Contents

•

risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy;

•

investing in commercial real estate assets involves certain risks, including but not limited to: tenants’ inability to pay rent; increases in interest rates and lack of availability of financing; tenant turnover and vacancies; and changes in supply of or demand for similar properties in a given market;

•

adverse conditions in the areas where our investments or the properties underlying such investments are and may be located and local real estate conditions;

•

limitations on our business and our ability to satisfy requirements to maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or to maintain our qualification as a real estate investment trust (a “REIT”), for U.S. federal income tax purposes;

•

certain economic events may cause our shareholders to request that we repurchase their shares, and if we decide to satisfy any or all of such requests, our cash flow and our results of operations and financial condition could be materially adversely affected. Further, our board of trustees may make exceptions to, modify or suspend our share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in our best interest;

•

distributions are not guaranteed and may be funded from sources other than cash flow from operations, including, without limitation, borrowings, offering proceeds (including from sales of our shares or units of our Operating Partnership (as defined below)), and the sale of our assets, and we have no limits on the amounts we may fund from such sources;

•

the purchase and repurchase prices for our shares are generally based on our prior month’s net asset value (“NAV”) and are not based on any public trading market. The Adviser will value our properties monthly, based on current material market data and other information deemed relevant, subject to the review and confirmation for reasonableness by our independent valuation advisor. The valuation of properties is inherently subjective and our NAV may not accurately reflect the actual price at which our properties could be liquidated on any given day;

•

future changes in laws or regulations and conditions in our operating areas;

•

our limited opportunities to increase rents under long-term leases with tenants;

•

our ability to raise additional funds to enable us to make additional investments and diversify the risk profile of our portfolio;

•

our ability to capitalize on potential investment opportunities, or identify and purchase suitable properties on attractive terms;

•

our ability to integrate newly acquired investments into our existing portfolio or otherwise effectively manage our assets or growth;

•

our ability to accurately identify or adequately evaluate potential risks in volatile investing environments with limited market liquidity or price transparency;

•

the impact of macroeconomic and/or microeconomic developments on our tenants and potential tenants;

•

risks associated with the construction and renovation of our properties;

•

our ability to adequately maintain properties in accordance with the terms of the applicable leases or agreements;

•

the advent of any future epidemics, pandemics, or any other public health crises;

•

risks associated with the termination or expiration of leases and tenant defaults, which may be further exacerbated in the case whereby a single tenant is the counterparty to more than a single property;

•

risks associated with our use of single master leases and the enforceability of any such master leases under applicable law and/or in bankruptcy proceedings;

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•

risks associated with investing outside of the United States;

•

the incurrence of contingent liabilities as a result of our investments, including our assumption of default risk or other third-party risks;

•

our use of financing arrangements, including seller financing, secured and unsecured leveraged and other one-off financing solutions, could subject us to financial covenants and other covenants that could restrict our operations;

•

our ability to forecast correlations between the value of our portfolio and the direction of exchange rates, interest rates and the price of securities in order to effectively or appropriately mitigate risks associated with our investments;

•

risks associated with our hedging program, including our use of options and forward trading;

•

our ability to accurately predict the pre-determined fixed repurchase price vis-à-vis the fair value of a property as of a future date;

•

certain risks associated with limitations on our remedies under bankruptcy laws;

•

our limited rights and liquidity associated with our investments in non-controlling equity positions and other real-estate related interests;

•

system failures and cybersecurity breaches;

•

substantial compliance costs that may be required to meet the constantly evolving legal and regulatory landscape for data protection and privacy;

•

competition in our markets, which may prevent our ability to increase the occupancy and rental rates of our properties;

•

potential misconduct and unauthorized conduct from third-party providers;

•

substantial capital expenditures that may be required to comply with regulations and/or to obtain necessary permits and licenses to invest in certain properties;

•

our ability to maintain our qualification as a REIT requires us to annually distribute at least 90% of our taxable income, and therefore, we may not be able to fund future capital needs, including financing for acquisitions, from our operating cash flow, and may need to rely on third-party sources for capital;

•

our properties and properties underlying our investments may have design, construction or other defects or problems that require unforeseen capital expenditures, special repair or maintenance expenses, or the payment of damages to third parties, which may also affect their valuations;

•

compliance with state and local laws, statutes, regulations and ordinances relating to pollution, the protection of the environment and human health and safety;

•

our ability to obtain insurance for our properties at competitive market rates;

•

any limitations on our recourse under purchase and sale agreements to acquire properties;

•

risks associated with joint ventures;

•

risks associated with litigation or threatened litigation for damages that occur on, or liabilities derived from, the acquisition, ownership and disposition of our properties;

•

risks associated with our relationship with Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), and the Adviser; and

•

changes to United States federal income tax laws.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions

iii

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could also be inaccurate. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved.

You should read this Form 10-Q and the documents that we reference herein and have filed as exhibits hereto with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Form 10-Q, whether as a result of any new information, future events or otherwise.

For more information regarding these and other risks and uncertainties that we face, see the section entitled “Item 1A. Risk Factors” in our Annual Report and any such updated factors included in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or our other filings).

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PART I - FINANCIAL INFORMATION		1
	ITEM 1. FINANCIAL STATEMENTS	1
	Condensed Consolidated Financial Statements (Unaudited):	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	2
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	42
	ITEM 4. CONTROLS AND PROCEDURES	44
PART II - OTHER INFORMATION		45
	ITEM 1. LEGAL PROCEEDINGS	45
	ITEM 1A. RISK FACTORS	45
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	46
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	47
	ITEM 4. MINE SAFETY DISCLOSURES	47
	ITEM 5. OTHER INFORMATION	47
	ITEM 6. EXHIBITS	48
SIGNATURES		49

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Fortress Net Lease REIT

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)


Assets	March 31, 2026			December 31, 2025
Investments in real estate, net	$	2,732,322		$	2,618,437
Intangible assets, net		490,402			468,200
Cash and cash equivalents		12,118			3,968
Restricted cash		114,238			43,917
Other assets		128,206			120,253
Total assets	$	3,477,286		$	3,254,775

Liabilities and Equity
Liabilities
Subscriptions received in advance		112,333			40,227
Due to affiliate		43,521			49,005
Revolving credit facility		981,080			1,010,100
Term loans, net		776,995			753,905
Distribution payable		10,029			8,911
Other liabilities		36,803			28,133
Total liabilities	$	1,960,761			1,890,281

Commitments and contingencies (Note 11)
Redeemable common shares (Note 8)		28,170			27,292
Redeemable non-controlling interests (Note 8)		18,387			5,714

Equity
Common shares - Class S shares, $0.01 par value per share, 4,210 and 15 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		42			—
Common shares - Class I shares, $0.01 par value per share, 18,983 and 12,842 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		190			129
Common shares - Class F-S shares, $0.01 par value per share, 25,583 and 24,312 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		256			243
Common shares - Class F-I shares, $0.01 par value per share, 72,661 and 68,237 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		727			683
Common shares - Class D-S shares, $0.01 par value per share, 37,514 and 37,528 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		374			374
Additional paid-in capital		1,574,203			1,414,710
Accumulated other comprehensive income (loss)		822			(790	)
Accumulated deficit		(106,646	)		(83,861	)
Total equity		1,469,968			1,331,488
Total liabilities and equity	$	3,477,286		$	3,254,775

See accompanying notes to the condensed consolidated financial statements.

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Fortress Net Lease REIT

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


	Three Months Ended
	March 31, 2026			March 31, 2025
Revenue
Rental revenue	$	69,898		$	32,597
Total revenue		69,898			32,597

Expenses
General and administrative		4,332			3,623
Management fee		4,131			2,346
Performance participation allocation		4,284			1,288
Depreciation and amortization		25,435			10,962
Total expenses		38,182			18,219

Other income (expense)
Interest income		482			166
Interest expense, net		(26,334	)		(8,514	)
Other income (expense), net		(49	)		—
Total other income (expense)		(25,901	)		(8,348	)

Net income	$	5,815		$	6,030
Net income attributable to non-controlling interests		143			25
Net income attributable to FNLR shareholders	$	5,672		$	6,005

Earnings per common share - basic and diluted - (Note 12)	$	0.04		$	0.06
Weighted-average common shares outstanding - basic - (Note 12)		154,881			92,880
Weighted average common shares outstanding - diluted - (Note 12)		156,397			93,128

See accompanying notes to the condensed consolidated financial statements.

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Fortress Net Lease REIT

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)


	Three Months Ended
	March 31, 2026		March 31, 2025
Net income	$	5,815	$	6,030
Other comprehensive gain (loss):
Change in fair value of interest rate swaps		1,536		(554	)
Foreign currency translation adjustment		93		—
Other comprehensive income (loss)		1,629		(554	)
Comprehensive income		7,444		5,476
Comprehensive income attributable to non-controlling interests		160		23
Comprehensive income attributable to FNLR shareholders	$	7,284	$	5,453

See accompanying notes to the condensed consolidated financial statements.

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Fortress Net Lease REIT

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in thousands)


	Three Months Ended March 31, 2026
	Par Value
	Class S		Class I			Class F-S			Class F-I			Class D-S			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Equity
Balance at December 31, 2025	$	—	$	129		$	243		$	683		$	374		$	1,414,710		$	(790	)	$	(83,861	)	$	1,331,488
Common shares issued		42		61			11			41			—			155,522			—			—			155,677
Offering costs		—		—			—			—			—			(749	)		—			—			(749	)
Distribution reinvestment		—		1			3			5			2			11,824			—			—			11,835
Share class exchange		—		—			—			—			—			—			—			—			—
Common shares repurchased		—		(1	)		(1	)		(2	)		(2	)		(6,158	)		—			—			(6,164	)
Other comprehensive income (other comprehensive income of $17 allocated to redeemable NCI)		—		—			—			—			—			—			1,612			—			1,612
Net income (net income of $143 allocated to redeemable NCI)		—		—			—			—			—			—			—			5,672			5,672
Distributions declared on common shares ($0.5711 gross per share)		—		—			—			—			—			—			—			(28,457	)		(28,457	)
Allocation to redeemable common shares		—		—			—			—			—			(478	)		—			—			(478	)
Allocation to redeemable non-controlling interests		—		—			—			—			—			(468	)		—			—			(468	)
Balance at March 31, 2026	$	42	$	190		$	256		$	727		$	374		$	1,574,203		$	822		$	(106,646	)	$	1,469,968


	Three Months Ended March 31, 2025
	Par Value
	Class S		Class I		Class F-S		Class F-I		Class D-S		Class D-X			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Equity
Balance at December 31, 2024	$	—	$	—	$	30	$	405	$	355	$	13		$	796,992		$	948		$	(28,417	)	$	770,326
Common shares issued		—		19		36		105		—		—			158,951			—			—			159,111
Offering costs		—		—		—		—		—		—			(286	)		—			—			(286	)
Distribution reinvestment		—		—		—		3		2		—			5,175			—			—			5,180
Share class exchange		—		—		—		—		10		(10	)		—			—			—			—
Common shares repurchased		—		—		—		—		—		—			(116	)		—			—			(116	)
Other comprehensive loss (other comprehensive loss of $2 allocated to redeemable NCI)		—		—		—		—		—		—			—			(554	)		—			(554	)
Net income (net income of $25 allocated to redeemable NCI)		—		—		—		—		—		—			—			—			6,005			6,005
Distributions declared on common shares ($0.1678 gross per share)		—		—		—		—		—		—			—			—			(15,521	)		(15,521	)
Allocation to redeemable common shares		—		—		—		—		—		—			(60	)		—			—			(60	)
Allocation to redeemable non-controlling interests		—		—		—		—		—		—			(43	)		—			—			(43	)
Balance at March 31, 2025	$	—	$	19	$	66	$	513	$	367	$	3		$	960,613		$	394		$	(37,933	)	$	924,042

See accompanying notes to the condensed consolidated financial statements.

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Fortress Net Lease REIT

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended
	March 31, 2026			March 31, 2025
Cash flows from operating activities:
Net income	$	5,815		$	6,030
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		25,435			10,962
Straight-line rent adjustment		(15,525	)		(6,841	)
Management fee		4,131			2,346
Performance participation allocation		4,284			1,288
Other items		2,765			727
Changes in assets and liabilities:
Decrease in other assets		849			470
Increase in other liabilities/decrease in due to affiliates		9,279			(1,609	)
Net cash provided by operating activities		37,033			13,373

Cash flows from investing activities:
Acquisitions of real estate		(139,873	)		(214,077	)
Capital expenditures and improvements		(14,840	)		(18,277	)
Net cash used in investing activities		(154,713	)		(232,354	)

Cash flows from financing activities:
Borrowings under revolving credit facility		133,778			120,500
Repayment of revolving credit facility		(163,000	)		(199,500	)
Borrowings under term loans		22,500			22,500
Payment of deferred financing costs		(1,122	)		(1,519	)
Proceeds from issuance of common shares		119,774			81,746
Proceeds from issuance of redeemable common shares		50			25
Offering costs paid		(768	)		(235	)
Repurchase of common shares		(6,194	)		(26	)
Repurchase of non-controlling interests		(5,302	)		—
Subscriptions received in advance		112,333			69,329
Payment of distributions to common shareholders		(15,455	)		(9,050	)
Payment of distributions to non-controlling interests		(328	)		—
Net cash provided by financing activities		196,266			83,770
Net change in cash, cash equivalents and restricted cash		78,586			(135,211	)

Cash, cash equivalents and restricted cash, beginning of period		47,885			214,962
Effects of currency translation on cash, cash equivalents, and restricted cash		(115	)		—
Cash, cash equivalents and restricted cash, end of period	$	126,356		$	79,751

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:
Cash and cash equivalents	$	12,118		$	3,188
Restricted cash		114,238			76,563
Total cash, cash equivalents and restricted cash	$	126,356		$	79,751

Supplemental disclosures:
Interest paid	$	17,545		$	8,892

Non-cash investing and financing activities:
Changes in accrued capital expenditures	$	171		$	2,010
Change in fair value of interest rate swap	$	1,536		$	(554	)
Issuance of Class E shares as settlement of the management fee and board of trustees compensation	$	300		$	991
Redeemable non-controlling interests issued as settlement of the management fee and performance participation allocation	$	12,381		$	3,367
Share class exchange	$	1		$	10
Offering costs due to affiliate	$	197		$	142
Other offering costs payable	$	559		$	145
Accrued unpaid shareholder servicing fee	$	4,281		$	5,833
Allocation to redeemable common shares	$	478		$	60
Allocation to redeemable non-controlling interests	$	468		$	43
Repurchases payable	$	2,266		$	90
Distribution reinvestment	$	11,885		$	5,205
Accrued distributions	$	10,029		$	5,569

See accompanying notes to the condensed consolidated financial statements.

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Fortress Net Lease REIT

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Organization and Business Purpose

Fortress Net Lease REIT (“FNLR” or the “Company”) was formed on January 24, 2023 (the “Date of Formation”) as a Maryland statutory trust and has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with the year ended December 31, 2023. The Company was organized to invest primarily in single-tenant commercial real estate properties subject to long-term net leases with investment grade and other creditworthy tenants or guarantors located in the United States and, to a lesser extent, Canada, Europe or other jurisdictions as the Company sees fit. The Company, through FNLR GP LLC (a wholly owned subsidiary of the Company), is the sole general partner of FNLR OP LP, a Delaware limited partnership (“FNLR OP”), and FNLR SLP LLC (the “Special Limited Partner”), a wholly owned subsidiary of Fortress Investment Group LLC (“Fortress”), owns a special limited partner interest in FNLR OP. Substantially all of the Company’s business is conducted through FNLR OP. The Company and FNLR OP are externally managed by FNLR Management LLC (the “Adviser”), an affiliate of Fortress.

On May 1, 2023, the Company initiated the offering of its shares through a continuous private placement offering, under Regulation D of the Securities Act of 1933 (the “Securities Act”), as amended. The Company is authorized to issue an unlimited number of common shares of beneficial interests, par value $0.01 per share, including, but not limited to, common shares classified as Class S, Class D, Class I, Class F-S, Class F-D, Class F-I, Class D-S and Class E. The share classes have different upfront selling commissions, dealer manager fees, ongoing shareholder servicing fees, management fees and performance participation allocation. For the three months ended March 31, 2026 and 2025, the Company had received aggregate proceeds of $172.5 million and $167.6 million, respectively, from the sales of its common shares through the private offering. The purchase price per share for each class of our common shares will vary and will generally equal the Company’s prior month’s net asset value (“NAV”) per share as calculated monthly.

The Company’s principal business is the acquisition, ownership and leasing of single tenant properties subject to long-term net leases with creditworthy tenants or guarantors. The principal business and operations are not distinguished by geography or property type for purposes of measuring performance. Accordingly, the Company has only one reportable segment. See Note 2 - Summary of Significant Accounting Policies for additional information on segment reporting. As of March 31, 2026, the Company owned 297 real estate properties, eight of which are subject to build-to-suit leases currently in development, with the remaining properties fully leased pursuant to triple net lease agreements. All acquisitions are industrial, retail, data center and office properties located in the United States and Europe.

Summary of Significant Accounting Policies

The Company believes the following significant accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of the condensed consolidated financial statements.

Principles of Consolidation and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. All intercompany balances and transactions, if any, have been eliminated in consolidation. Management believes it has made all necessary adjustments, consisting of only normal recurring items, so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 26, 2026.

The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE.

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FNLR OP is considered to be a VIE. The Company consolidates this entity because it has the ability to direct the most significant activities of the entity such as purchases, dispositions, financings, budgets and overall operating plans and it has the obligation to absorb losses or receive benefits. The Company meets the VIE disclosure exemption criteria, as the Company’s interest in FNLR OP is considered a majority voting interest.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ materially from those estimates.

Investments in Real Estate

In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, the Company accounts for the transaction as an asset acquisition. The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business. All property acquisitions to date have been accounted for as asset acquisitions.

Whether the acquisition of a property acquired is considered a business combination or asset acquisition, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs associated with asset acquisitions.

Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identifiable intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities on a relative fair value basis. The Company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company records acquired above-market and below-market leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The Company records acquired in-place lease values based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include costs to execute similar leases or estimated carrying costs during hypothetical expected lease-up periods considering current market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses, if any, and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including but not limited to, the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals.

The cost of building and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated remaining useful lives of the assets as follows:


Description		Depreciable Life
Buildings		35 - 40 years
Tenant improvements		15 - 25 years
Land improvements		1 - 15 years
In-place lease intangibles		Over lease term

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The Company determines a tenant improvement’s depreciable useful life as the shorter of the tenant’s lease term or the economic useful life associated with the tenant improvement.

During the three months ended March 31, 2026 and 2025, the Company recognized depreciation expense in the amount of $18.0 million and $8.2 million, respectively, as Depreciation and amortization expense in the Condensed Consolidated Statements of Operations.

The Company capitalizes certain costs related to the development of real estate, including pre-construction costs, construction costs, real estate taxes and insurance. Capitalization of these costs begin when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences but no later than one year after substantial completion.

The Company reviews real estate properties for impairment quarterly or when there is an event or change in circumstances that indicates an impaired value. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are evaluated on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized, and such loss could be material to our results. If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value. No impairments occurred during the periods presented.

Definite-lived intangible lease assets are recorded as Intangible assets on the Company’s Condensed Consolidated Balance Sheets and amortized at lease commencement over the life of the lease. The amortization of in-place leases is recorded as an adjustment to Depreciation and amortization expense in the Company’s Condensed Consolidated Statements of Operations. During the three months ended March 31, 2026 and 2025, the Company recognized amortization expense in the amount of $7.4 million and $2.8 million, respectively, as Depreciation and amortization expense in the Condensed Consolidated Statements of Operations.

The Company reviews indefinite-lived intangible assets for impairment annually or when there is an event or change in circumstances that indicate a decrease in value. If there are qualitative factors that indicate it is more likely than not that the indefinite-lived intangible asset is impaired, the Company calculates the fair value of the asset and will record the impairment charge if the carrying amount exceeds the fair value. This new cost basis will be used for future periods when recording subsequent loss and cannot be written up to a higher value as a result of increases in fair value. No impairments occurred during the periods presented.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities at date of purchase of three months or less to be cash equivalents, which are stated at cost and approximates fair value.

Restricted Cash

As of March 31, 2026 and December 31, 2025, the restricted cash balances of $114.2 million and $43.9 million, respectively, primarily consist of amounts held for future construction draws and subscriptions received in advance.

Foreign Currency

The Company’s functional currency is the U.S. Dollar. Foreign currency denominated monetary assets and liabilities are remeasured into U.S. Dollars using exchange rates in effect at the reporting date. Nonmonetary assets and liabilities are remeasured at historical exchange rates. Income statement items are remeasured at average exchange rates for the applicable reporting period. Gains and losses resulting from foreign currency transaction remeasurement are included within Other income (expense), net in the Condensed Consolidated Statements of Operations.

In the normal course of business, the Company makes investments in real estate outside the U.S. through subsidiaries that have a non-U.S. Dollar functional currency. Non-U.S. Dollar denominated assets and liabilities of these foreign subsidiaries are translated to U.S. Dollars at the prevailing exchange rate at the reporting date and income, expenses, gains and losses are translated at the weighted-average exchange rate over the applicable period. Cumulative translation adjustments arising from the translation of non-U.S. Dollar denominated assets and liabilities are recorded within Other comprehensive income (loss).

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Deferred Charges

The Company’s deferred charges include financing costs for legal and other loan costs incurred by the Company for its financing agreements. In accordance with ASC 835, Interest, the Company records deferred financing costs as a component of Other assets for the Secured Revolving Credit Facility (as defined below) and as a reduction of the Term Loan Facility and Subsidiary Loans (as defined in Note 5 below) on the Condensed Consolidated Balance Sheets and amortizes using the straight-line method, which approximates the effective interest method, over the term of the applicable financing agreements.

Derivatives and Hedging Activities

The Company uses derivative financial instruments to manage exposure to interest rate and foreign currency risks arising in the normal course of business. These derivative instruments primarily consist of interest rate swaps and foreign currency forward contracts. The Company does not enter into derivative instruments for speculative or trading purposes. The Company’s derivative financial instruments are recorded at fair value on the Condensed Consolidated Balance Sheets within Other assets and Other liabilities, as applicable.

The accounting for changes in the fair value of a derivative varies based on the intended use of the derivative, whether the election has been made to designate a derivative as a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the necessary criteria. See “Note 7 – Derivative Financial Instruments”.

Fair Value Measurement

In accordance with ASC 820, Fair Value Measurement, the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

•

Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

Valuation of assets and liabilities measured at fair value

The Company’s derivative instruments are valued by the Adviser utilizing a pricing model and valuation provided by the counterparty. The rates used are publicly available and therefore these instruments are generally classified within Level 2 of the fair value hierarchy. See “Note 7 – Derivative Financial Instruments”.

Valuation of liabilities not measured at fair value

As of March 31, 2026, the Company’s borrowings are carried at cost which approximates fair value. Fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an estimated market yield. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3.

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Redeemable Common Shares

The Company classifies common shares held by an affiliate of the Company as redeemable common shares on the Condensed Consolidated Balance Sheets at the greater of their carrying amount or their redemption value. Redemption value is determined based on the Company’s NAV per share of the applicable share class as of the reporting date. Changes in the value of redeemable common shares are recorded to additional paid-in capital.

Redeemable Non-Controlling Interests

The Company classifies OP Units held by the Adviser and the Special Limited Partner as redeemable non-controlling interests on the Condensed Consolidated Balance Sheets at the greater of the carrying amount, adjusted for the share of the allocation of income or loss and distributions, or the redemption value, which is equivalent to fair value, of such OP Units at the end of each measurement period. Changes in the value of redeemable non-controlling interests are recorded to additional paid-in capital.

Rental Revenue

The Company accounts for rental revenue in accordance with ASC 842, Leases. Rental revenue primarily consists of fixed contractual base rent arising from the tenant leases at our properties under operating leases. Revenue under leases that are deemed probable of collection is recognized as revenue on a straight-line basis over the non-cancelable term of the related leases. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Base rent arising from tenant leases at our properties is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any tenant and deferred rent receivable balances charged as a direct write-off against rental revenue in the period of the change in the collectability determination. Our estimate of collectability includes, but is not limited to, factors such as the tenant’s payment history, financial condition, industry and geographic area. These estimates could differ materially from actual results.

Income Taxes

The Company has elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the year ended December 31, 2023. The Company’s qualification as a REIT will depend upon its ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”), relating to, among other things, the sources of the Company’s gross income, the composition and value of the Company’s assets, the Company’s distribution levels and the diversity of ownership of the Company’s capital shares. The Company believes that it is organized in conformity with the requirements for qualification as a REIT under the Code and that its intended manner of operation has enabled the Company to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes.

As a REIT, the Company generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its shareholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute each year at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If the Company fails to qualify for taxation as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company’s income for that year will be taxed at regular corporate rates, and the Company would be disqualified from taxation as a REIT for the four taxable years following the year during which the Company ceased to qualify as a REIT. Even if the Company qualifies as a REIT for U.S. federal income tax purposes, it may still be subject to state and local taxes on its income and assets and to U.S. federal income and excise taxes on its undistributed income.

Earnings Per Share

Basic earnings/(loss) per share of common shares is determined by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. All classes of common shares are allocated income/(loss) at the same rate per share and receive the same gross distribution per share before class-specific fees and accruals/allocations. To the extent that class-specific fees and accruals/allocations are applicable they will be deducted to arrive at class specific net income/(loss) per share and net distribution rate per share. Diluted earnings/(loss) per share is computed by dividing net earnings/(loss) attributable to shareholders for the period by the weighted average number of common shares and common share equivalents outstanding (unless their effect is antidilutive) for the period.

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Share-Based Compensation

Each of the trustees who are not affiliated with the Adviser or Fortress receive $100,000 of Class E shares for services provided annually. The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation and recognizes compensation expense based on the fair value of the award on the date of grant. The award of common shares vests immediately upon issuance. See “Note 8 – Equity” for additional information regarding share-based compensation.

Segment Reporting

The Company operates and reports its business as a single reportable segment, which includes the acquisition, leasing, and ownership of net leased properties. The Company’s chief operating decision maker (“CODM”) is the Co-Chief Executive Officer. The CODM makes key operating decisions, evaluates financial results, and allocates resources at the consolidated level for the entire portfolio based on consolidated revenues, expenses, and net income as reported on the Condensed Consolidated Statements of Operations. Accordingly, the Company has a single operating and reportable segment and the CODM evaluates profitability using net income. Net income is used by the CODM in assessing the operating performance of the segment. All expense categories on the Condensed Consolidated Statements of Operations are significant and there are no significant segment expenses that require disclosure.

Concentration of Credit Risk

As the Company’s revenues predominantly consist of rental payments, the Company is dependent on its tenants for its source of revenues. Concentration of credit risk arises when the source of revenue is highly concentrated from certain tenants. The Company had two tenants from which it derived 10% or more of its revenue for the three months ended March 31, 2026, as follows ($ in thousands):


	Rental Income		Percentage of Total Rental Income
Tenant	Three Months Ended March 31, 2026
Tenant A	$	7,109		10.17	%
Tenant B	$	7,439		10.64	%

The Company had three tenants from which it derived 10% or more of its revenue for the three months ended March 31, 2025, as follows ($ in thousands):


	Rental Income		Percentage of Total Rental Income
Tenant	Three Months Ended March 31, 2025
Tenant A	$	7,124		21.86	%
Tenant B	$	3,512		10.78	%
Tenant C	$	3,125		10.00	%

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, “Income Statement (Topic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“Topic 220-40”). Topic 220-40 requires the disaggregation of expenses into required categories in disclosures within the footnotes of the financial statements. The FASB identified the required expense categories as: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas producing activities or other depletion expenses. The guidance is effective for annual periods beginning after December 15, 2026. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statement disclosures.

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Investments in Real Estate, net

Investments in real estate, net consisted of the following ($ in thousands):


	March 31, 2026			December 31, 2025
Buildings and tenant improvements	$	1,947,432		$	1,854,000
Land		537,558			524,922
Land improvements		186,454			174,914
Construction in progress		136,993			122,725
Total		2,808,437			2,676,561
Accumulated depreciation		(76,115	)		(58,124	)
Investments in real estate, net	$	2,732,322		$	2,618,437

Acquisitions

During the three months ended March 31, 2026, the Company acquired 12 industrial and 11 retail properties for $146.8 million. During the three months ended March 31, 2025, the Company acquired six industrial and seven retail properties for $140.2 million. The total rentable square feet of gross leasable area (“GLA”) of the Company was 20.9 million and 19.7 million square feet as of March 31, 2026 and December 31, 2025, respectively, all of which is fully occupied.

The following table sets forth the purchase price, number of properties and total rentable square feet of GLA of the Company for the three months ended March 31, 2026 ($ and square feet in thousands):


Property Type	Location	Purchase Price		Number of Properties			Square Feet
Industrial Properties:
Industrial	New York	$	47,541		1			196
Industrial	France		68,635		10			780
Industrial	Hungary		10,931		1			185
Total Industrial Properties			127,107		12			1,161

Retail Properties:
Retail	Maine		1,677		1	(1)		3
Retail	Alabama		6,039		3	(1)		18
Retail	South Carolina		12,025		7	(1)		27
Total Retail Properties			19,741		11			48
Total		$	146,848		23			1,209

(1) Properties subject to master lease agreement.

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The following table sets forth the purchase price, number of properties and total rentable square feet of GLA of the Company for the three months ended March 31, 2025 ($ and square feet in thousands):


Property Type	Location	Purchase Price		Number of Properties			Square Feet
Industrial Properties:
Industrial	Various	$	79,497		3	(1)		1,153
Industrial	Various		27,553		3	(1)		275
Total Industrial Properties			107,050		6			1,428

Retail Properties:
Retail	Washington		26,982		5	(1)		40
Retail	Michigan		2,305		1	(1)		4
Retail	Connecticut		3,860		1			10
Total Retail Properties			33,147		7			54
Total		$	140,197		13			1,482

(1) Properties subject to master lease agreement.

Additionally, during the three months ended March 31, 2025, the Company acquired additional land adjacent to an existing industrial property in Texas for $1.5 million. The property was acquired in connection with an upsize to an existing industrial property subject to a master lease agreement.

The following table details the purchase price allocation for the properties acquired during the three months ended March 31, 2026 ($ in thousands):


	Amount
Buildings and building improvements	$	93,477
Land		12,637
Land improvements		11,539
In-place lease intangibles		29,640
Total Purchase Price	$	147,293

During the three months ended March 31, 2026, the Company made deposits of $1.3 million for future acquisitions, which are included in Other assets on the Condensed Consolidated Balance Sheets.

The following table details the purchase price allocation for the properties acquired during the three months ended March 31, 2025 ($ in thousands):


	Amount
Buildings and building improvements	$	83,295
Land		16,847
Land improvements		8,930
In-place lease intangibles		32,613
Total Purchase Price	$	141,685

During the three months ended March 31, 2025, the Company made deposits of $70.6 million for future acquisitions, which are included in Other assets on the Condensed Consolidated Balance Sheets.

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Intangible Assets, net

The gross carrying amount and accumulated amortization of the Company’s identified intangible lease assets consisted of the following ($ in thousands):


Intangible lease assets	March 31, 2026			December 31, 2025
In-place lease intangibles	$	513,430		$	483,790
Condominium interest		7,492			7,492
Total intangible lease assets		520,922			491,282
Accumulated amortization
In-place lease intangibles		(30,520	)		(23,082	)
Intangible lease assets, net	$	490,402		$	468,200

The estimated future amortization of the Company’s in-place lease intangible assets for each of the next five years and thereafter as of March 31, 2026 is as follows ($ in thousands):


Year	Amount
2026 (Remaining)	$	23,419
2027		31,224
2028		31,224
2029		31,224
2030		30,094
2031		28,513
Thereafter		307,212
Total	$	482,910

Debt

Credit Facilities

On August 13, 2024, FNLR OP (the “Credit Facilities Borrower”) entered into a credit agreement (as amended on July 25, 2025, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with the Company, as guarantor, the other guarantors party thereto (together with the Company, the “Guarantors” and, collectively with the Credit Facilities Borrower, the “Loan Parties”), the lenders, the L/C Issuer (each party thereto) and Bank of America, N.A. (“BofA”), as administrative agent. The Credit Agreement initially provided for (i) a $120.0 million revolving credit facility, of which $25.0 million was available for standby letters of credit and (ii) a $5.0 million term loan credit facility.

On April 11, 2025, the Loan Parties entered into that certain Second Amendment to Credit Agreement and Incremental Facilities Confirmation (the “Second Amendment”), with each lender and L/C Issuer party thereto and BofA, in its capacity as administrative agent. Pursuant to the Second Amendment, the Credit Facilities Borrower’s right to request that the principal amount of the Credit Facilities be increased, subject to certain conditions, was amended from an amount not exceeding $1.0 billion to an amount not exceeding $1.5 billion (such amount, the “Incremental Facility Maximum”). In connection with the effectiveness of the increase to the Incremental Facility Maximum, the aggregate principal amount of the Credit Facilities was increased from $900.0 million to $1.1 billion in the form of (i) an increase in the aggregate commitments to the revolving credit facility from $755.0 million to $892.5 million, of which $25.0 million is available for standby letters of credit (the “Secured Revolving Credit Facility”) and (ii) an increase in the aggregate outstanding principal amount of the term loan from $145.0 million to $182.5 million (the “Term Loan Facility” and, together with the Secured Revolving Credit Facility, the “Credit Facilities”).

On July 25, 2025, the Credit Facilities Borrower, the Company, as guarantor, and the other guarantors party thereto, entered into that certain Third Amendment to Credit Agreement and New Lender Joinder Agreement (the “Third Amendment”) with each lender and letter of credit issuer party thereto, BofA as administrative agent, and each of JPMorgan Chase Bank, N.A. and M&T Bank, as a Joint Leader Arranger and revolving credit facility lender and term loan lender thereunder, amending the Credit Agreement.

Pursuant to the Third Amendment, the aggregate principal amount of the Credit Facilities was increased from $1.1 billion to $1.3 billion in the form of (i) an increase in the aggregate commitments to the Secured Revolving Credit Facility from $892.5

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million to $1.0 billion, of which $25.0 million is available for standby letters of credit, and (ii) an increase in the aggregate outstanding principal amount of the Term Loan Facility from $182.5 million to $227.5 million. In addition, pursuant to the Third Amendment, subject to the satisfaction of certain criteria and conditions, the Loan Parties may offer Loan Assets (as defined in the Third Amendment) that qualify as First Mortgage Investments (as defined in the Third Amendment) to be included in the calculation of Borrowing Base Value (as defined in the Credit Agreement, as amended by the Third Amendment).

On November 20, 2025, the Credit Facilities were amended (the “Fourth Amendment”) to increase the aggregate commitments to the Revolving Credit Facility from $1.0 billion to $1.3 billion and to increase the aggregate outstanding principal amount of the Term Loan Facility from $227.5 million to $302.5 million. In addition, the Fourth Amendment expanded the accordion feature to permit future increases in the aggregate principal amount of the Credit Facilities up to $2.5 billion introduced a new multicurrency tranche (the “Multicurrency Tranche”) under the Revolving Credit Facility to allow borrowings in certain alternative currencies (including Euro, British Pound Sterling and Canadian Dollar), and temporarily increased the borrowing base advance rate to 65% from 60% through March 31, 2026.

On January 29, 2026, the Loan Parties, entered into that certain Fifth Amendment to Credit Agreement (the “Fifth Amendment”) with each lender party thereto and BofA, as administrative agent, amending the Credit Agreement. Pursuant to the Fifth Amendment, the aggregate principal amount of the Credit Facilities was increased from $1.7 billion to $1.8 billion in the form of (i) an increase in the aggregate commitments to the Secured Revolving Credit Facility from $1.3 billion to $1.5 billion, and (ii) an increase in the Term Loan Facility from $302.5 million to $325.0 million. In addition, the Fifth Amendment (x) increased from 15% to 30% the cap on the Borrowing Base Value attributable to Borrowing Base Properties that have Commercial Net Leases (each, as defined in the Credit Agreement, as amended by the Fifth Amendment) with tenants that are retail branches of banks, credit unions, or other financial institutions, (y) updated the calculations of unused fee, and (z) clarified the lenders entitled to the unused fee. Old National Bank also joined as a new lender.

The following table details key terms of the Credit Facilities as of March 31, 2026 ($ in thousands):


Indebtedness	Principal Balance Outstanding			Weighted Average Interest Rate			Maturity Date	Maximum Facility Size
Secured Revolving Credit Facility (1)	$	981,080			5.51	%	10/16/2026	$	1,475,000
Total Secured Revolving Credit Facility		981,080

Term Loan Facility	$	325,000			5.52	%	10/16/2026	$	325,000
Deferred financing costs, net		(2,776	)
Term Loan Facility, net		322,224
Total Credit Facilities, net	$	1,303,304

(1)

Includes a $25.0 million sublimit of standby letters of credit.

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The following table details key terms of the Credit Facilities as of December 31, 2025 ($ in thousands):


Indebtedness	Principal Balance Outstanding			Weighted Average Interest Rate			Maturity Date	Maximum Facility Size
Secured Revolving Credit Facility (1)	$	1,010,100			5.87	%	10/16/2026	$	1,347,500
Total Secured Revolving Credit Facility		1,010,100

Term Loan Facility	$	302,500			5.83	%	10/16/2026	$	302,500
Deferred financing costs, net		(3,006	)
Term Loan Facility, net		299,494
Total Credit Facilities, net	$	1,309,594

(1)

Includes a $25.0 million sublimit of standby letters of credit.

At the option of the Credit Facilities Borrower, the Credit Facilities will bear interest at either (i) a rate equal to term secured overnight financing rate (“SOFR”) or daily simple SOFR plus a margin rate ranging from 1.40% to 1.90% or (ii) a base rate based on the highest of (A) Federal Fund’s Rate plus half of 1%, (B) Bank of America's prime rate, (C) Term SOFR plus 1.00% and (D) 1.00%. The Secured Revolving Credit Facility is subject to a per annum fee based on the daily unused portion of the facility ranging from 0.15% to 0.25% to and is payable quarterly in arrears. The Credit Facilities are prepayable, in whole or in part, at any time without premium or penalty. The Company may extend the maturity date of the Credit Facilities by utilizing three one-year extension options, which are exercisable at the Company’s discretion. On October 17, 2025, the Company exercised the first extension option in order to extend the maturity date to October 16, 2026. Prior to October 16, 2026, the Company plans to exercise the second extension option in order to extend the maturity date to October 16, 2027.

The Company is subject to various financial and operational covenants under the Credit Facilities. These covenants require the Company to maintain certain financial ratios, which include leverage and fixed charge coverage, among others. As of March 31, 2026, the Company was in compliance with all of its loan covenants.

Subsidiary Loan Agreement and Carveout Guaranty

On September 19, 2025, FNLR Logistics LLC, a Delaware limited liability company (“Subsidiary Loan Borrower 1”) and FNLR Grocery LLC, a Delaware limited liability company (“Subsidiary Loan Borrower 2” and Subsidiary Loan Borrower 1 and Subsidiary Loan Borrower 2 are, individually and/or collectively (as the context requires) referred to herein as “Subsidiary Loan Borrower”), each an indirect, wholly-owned subsidiary of the Company, entered into a Loan Agreement (the “Subsidiary Loan Agreement”) with BofA, as administrative agent, and the lenders from time to time party thereto. Pursuant to the Subsidiary Loan Agreement, the lenders agreed to make loans available to Subsidiary Loan Borrower on an uncommitted basis in an aggregate principal amount not to exceed $347.5 million (the “Subsidiary Loan”). Subject to the terms and conditions of the Subsidiary Loan Agreement, all amounts outstanding under the Subsidiary Loan Agreement will be due and payable in full on September 19, 2028 subject to two (2) extension options of one (1) year each, which if exercised would expire on September 19, 2030, or such earlier date upon which the Subsidiary Loan Agreement shall terminate in accordance with the provisions thereof. Capitalized terms used under this description of the Subsidiary Loan Agreement herein and not otherwise defined herein shall have the meaning attributed to such terms in the Subsidiary Loan Agreement.

The obligations of Subsidiary Loan Borrower under the Subsidiary Loan Agreement are secured by substantially all of the assets of each Subsidiary Loan Borrower, in each case subject to certain exclusions set forth in the Subsidiary Loan Agreement and the other Loan Documents. Further, the Subsidiary Loan will bear interest at the lesser of (i) a rate equal to Monthly SOFR, plus one hundred seventy basis points (1.70%) per annum and (ii) the maximum non-usurious interest rate. The Subsidiary Loan is prepayable, in whole or in part, at any time without premium or penalty, in accordance with the terms of the Subsidiary Loan Agreement.

The Subsidiary Loan Agreement contains various restrictions and covenants applicable to Subsidiary Loan Borrower. Among other requirements, Subsidiary Loan Borrower may not exceed certain debt limitations and is subject to certain distribution limitations, subject to certain carveouts described more fully therein.

The Subsidiary Loan Agreement also contains customary events of default. If an event of default under the Subsidiary Loan Agreement occurs and is continuing, then BofA, in its capacity as the administrative agent, may declare any outstanding obligations under the Subsidiary Loan Agreement to be immediately due and payable. In addition, if Subsidiary Loan Borrower

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becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Subsidiary Loan Agreement will automatically become due and payable.

In connection with the Subsidiary Loan Agreement, FNLR OP LP, a wholly owned subsidiary through which the Company owns all or substantially all its assets (the “Operating Partnership”), provided a guaranty (the “Carveout Guaranty”), pursuant to which the Operating Partnership (i) has agreed to guarantee the payment of the indebtedness pursuant to the Subsidiary Loan Agreement in the event of specified non-recourse carve-outs referred to as “Enforcement Events” with respect to the Subsidiary Loan Borrower or any property and (ii) agreed to satisfy certain financial covenants as set forth in the Carveout Guaranty, including minimum net worth and liquidity requirements. The Operating Partnership is also liable under the Carveout Guaranty for costs, expenses, damages and losses actually incurred by BofA, in its capacity as the administrative agent resulting from customary “bad boy” events pertaining to the Operating Partnership as described more fully in the Carveout Guaranty.

On November 25, 2025, the Subsidiary Loan Borrower entered into a Letter Amendment to the Subsidiary Loan Agreement, by and among BofA, as administrative agent, the Subsidiary Loan Borrower and the Operating Partnership, pursuant to which certain representation of the Subsidiary Loan Borrower was revised to include specific provisions related to the Jurupa Valley Net Lease, as defined and described therein.

On February 25, 2026, the Subsidiary Loan Borrower entered into that certain Omnibus First Amendment to Loan Documents and Guarantor Reaffirmation (the “First Amendment to Subsidiary Loan Agreement”), by and among BofA, as administrative agent, the Subsidiary Loan Borrower and the Operating Partnership. The First Amendment to Subsidiary Loan Agreement amended the Subsidiary Loan Agreement to, among other things, (i) update the definition of Affiliate to expressly exclude the Mubadala Group as an Affiliate of Borrower, Operating Partnership, Fortress or any of their subsidiaries, (ii) eliminate certain restrictions on lenders in the event of a lender assignment, participation or pledge if an Event of Default exists, (iii) require the delivery of unaudited quarterly financial statements even when a Cash Sweep Period does not exist and (iv) clarify the requirements for an acceptable SOFR Swap Contract based on the outstanding principal balance of the Loan. Capitalized terms used in this paragraph and not otherwise defined herein shall have the meaning attributed to such terms in the Subsidiary Loan Agreement.

On February 25, 2026, BofA, as a lender, U.S. Bank National Association and BofA, as administrative agent, entered into that certain Assignment and Assumption, pursuant to which U.S. Bank National Association was joined as a new lender to the Subsidiary Loan Agreement.

Print Subsidiary Loan

On December 23, 2025, FNLR Print LLC, a Delaware limited liability company (“Print”), an indirect, wholly-owned subsidiary of the Company, entered into a Loan Agreement (the “Print Subsidiary Loan Agreement”) with BofA, as administrative agent (in such capacity, the “Print Administrative Agent”), and the lenders from time to time party thereto. Pursuant to the Print Subsidiary Loan Agreement, the lenders agreed to make loans available to Print on an uncommitted basis in an aggregate principal amount not to exceed $111.1 million (the “Print Subsidiary Loan”). Subject to the terms and conditions of the Print Subsidiary Loan Agreement, all amounts outstanding under the Print Subsidiary Loan Agreement will be due and payable in full on December 23, 2028, or such earlier date upon which the Print Subsidiary Loan Agreement shall terminate in accordance with the provisions thereof. Capitalized terms used under this description of the Print Subsidiary Loan Agreement and not otherwise defined herein shall have the meaning attributed to such terms in the Print Subsidiary Loan Agreement.

The obligations of Print under the Print Subsidiary Loan Agreement are secured by substantially all of the assets of Print, subject to certain exclusions set forth in the Print Subsidiary Loan Agreement and the other loan documents. Further, the Print Subsidiary Loan will bear interest at the lesser of (i) a rate equal to Monthly SOFR, plus one hundred ninety basis points (1.90%) per annum and (ii) the maximum non-usurious interest rate. The Print Subsidiary Loan is prepayable, in whole or in part, at any time without premium or penalty, in accordance with the terms of the Print Subsidiary Loan Agreement.

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The Print Subsidiary Loan Agreement contains various restrictions and covenants applicable to Print. Among other requirements, Print may not exceed certain debt limitations and is subject to certain distribution limitations, subject to certain carveouts described more fully therein.

The Print Subsidiary Loan Agreement also contains customary events of default. If an event of default under the Print Subsidiary Loan Agreement occurs and is continuing, then the Print Administrative Agent may declare any outstanding obligations under the Print Subsidiary Loan Agreement to be immediately due and payable. In addition, if Print becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Print Subsidiary Loan Agreement will automatically become due and payable.

In connection with the Print Subsidiary Loan Agreement, Operating Partnership provided a guaranty (the “Print Carveout Guaranty”), pursuant to which Operating Partnership (i) agreed to guarantee certain post-closing obligations of Print under the Print Subsidiary Loan Agreement related to certain title insurance policy, (ii) agreed to guarantee the payment of the indebtedness pursuant to the Print Subsidiary Loan Agreement in the event of specified non-recourse carve-outs referred to as “Enforcement Events” with respect to Print or any property and (iii) agreed to satisfy certain financial covenants as set forth in the Carveout Guaranty, including minimum net worth and liquidity requirements. Operating Partnership is also liable under the Carveout Guaranty for costs, expenses, damages and losses actually incurred by the Print Administrative Agent resulting from customary “bad boy” events pertaining to Operating Partnership as described more fully in the Carveout Guaranty.

The following table details key terms of the Subsidiary Loans as of March 31, 2026 ($ in thousands):


Indebtedness	Principal Balance Outstanding			Weighted Average Interest Rate			Maturity Date	Maximum Facility Size
Subsidiary Loan 1	$	347,500			5.43	%	9/19/2028	$	347,500
Subsidiary Loan 2		111,100			5.59	%	12/23/2028	$	111,100
Deferred financing costs, net		(3,829	)
Total Subsidiary Loans, net	$	454,771

The following table details key terms of the Subsidiary Loans as of December 31, 2025 ($ in thousands):


Indebtedness	Principal Balance Outstanding			Weighted Average Interest Rate			Maturity Date	Maximum Facility Size
Subsidiary Loan 1	$	347,500			5.73	%	9/19/2028	$	347,500
Subsidiary Loan 2		111,100			5.63	%	12/23/2028	$	111,100
Deferred financing costs, net		(4,189	)
Total Subsidiary Loans, net	$	454,411

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The table below shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of March 31, 2026 ($ in thousands):


Year(1)	Credit Facilities		Term Loans
2026 (Remaining)	$	—	$	—
2027		—		—
2028		981,080		783,600
2029		—		—
2030		—		—
2031		—		—
Thereafter		—		—
Total	$	981,080	$	783,600

(1) For loans where the Company, at its own discretion, has extension options, the maximum maturity date has been assumed.

Related Party Transactions

Due to Affiliate

The following table details the components of due to affiliate ($ in thousands):


	March 31, 2026		December 31, 2025
Advanced organizational and offering costs	$	10,592

Fortress Net Lease REIT 10-Q