Fortress Private Lending Fund 8-K

What Happened

• Fortress Private Lending Fund filed an 8-K on May 26, 2026 reporting an unregistered sale of Class I common shares in May 2026 and disclosing its net asset value (NAV) and a May 2026 distribution. The Company sold 431,701 Class I shares for aggregate consideration of $10.43 million; the number of shares was finalized on May 21, 2026 and the purchase price equaled the NAV per share as of April 30, 2026. The sale was made under exemptions to registration (Section 4(a)(2), Rule 506(b) of Regulation D and Regulation S) to accredited investors.
• The NAV per Class I share was $24.16 as of April 30, 2026. The Company declared a May 2026 distribution of $0.1812 per Class I share on May 21, 2026 (record date May 31, 2026; payment on or about June 23, 2026), payable in cash or reinvested under the distribution reinvestment plan.

Key Details

• Unregistered share sale: 431,701 Class I shares for $10,430,000 (finalized May 21, 2026); purchase price = April 30, 2026 NAV.
• NAV and balance sheet snapshot (as of April 30, 2026): Class I NAV $24.16; aggregate NAV ≈ $1.1 billion; portfolio fair value ≈ $1.8 billion; debt outstanding ≈ $763.8 million.
• Portfolio composition and metrics: ~98.0% first-lien, ~99.9% floating-rate; 88 portfolio companies across 20 industries; median EBITDA of directly originated debt investments $89.0M; weighted average net loan-to-value 47.6%; interest coverage 3.0x; weighted average yield — directly originated debt 10.1%, overall portfolio 9.8%.
• Offering status and shares outstanding: Company continuously offers Shares under exemptions; 43,641,075 Shares issued for aggregate consideration of $1.1 billion (does not include DRIP issuances); total issued and outstanding 44,038,937 Shares. No established public market for the Shares as of the report date.

Why It Matters

• The filing provides investors updated NAV, portfolio metrics and a declared monthly distribution, which affect income expectations and valuation context for shareholders and prospective accredited investors.
• The unregistered sale increases outstanding capital modestly ($10.4M) and was priced to the April 30 NAV, while the portfolio metrics (high proportion of first‑lien, floating‑rate loans and near 10% yields) describe the Fund’s credit exposure and income profile.
• The Company cautions these are preliminary management determinations (as of May 21, 2026) and that figures in the upcoming Form 10‑Q for the quarter ended June 30, 2026 may differ, so investors should not place undue reliance on these interim numbers.