Fortress Net Lease REIT 8-K

What Happened

• Fortress Net Lease REIT announced on June 1, 2026 that it issued and sold an aggregate 10,853,532 common shares for gross proceeds of approximately $113.6 million, based on the net asset value per share as of April 30, 2026. The sales were exempt from registration under Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act of 1933.
• The company also declared distributions on May 29, 2026 for each class of common shares. The gross distribution per share for all classes is $0.0729, with net distributions (after any shareholder servicing and management fees) payable to holders of record immediately after the close of business on May 29, 2026 and to be paid on or about June 1, 2026. Distributions will be paid in cash or reinvested under the company’s distribution reinvestment plan.

Key Details

• Shares sold by class and gross proceeds:
  • Class S: 4,587,008 shares — $47,751,666
  • Class I: 4,817,013 shares — $50,494,821
  • Class F‑S: 141,104 shares — $1,484,000
  • Class F‑I: 1,207,988 shares — $12,788,000
  • Class E: 100,419 shares — $1,100,000
  • Total: 10,853,532 shares — ≈ $113.6 million
• Distribution per share (gross $0.0729) and net amounts by class:
  • Class S net: $0.0547 (after $0.0074 servicing fee and $0.0108 management fee)
  • Class I net: $0.0620 (after $0.0109 management fee)
  • Class F‑S net: $0.0567 (after $0.0074 servicing fee and $0.0088 management fee)
  • Class F‑I net: $0.0641 (after $0.0088 management fee)
  • Class D‑S net: $0.0639
  • Class E net: $0.0729 (no fees deducted)
• Filing signed by Avraham Dreyfuss, Chief Financial Officer, dated June 5, 2026.

Why It Matters

• Capital raise: The company raised roughly $113.6M through private (exempt) share sales, which increases funds available for property acquisitions, debt reduction, or other corporate uses—important for investors tracking growth or leverage.
• Distributions: The declared distributions (gross $0.0729/share) confirm the company is continuing its cash distribution program; net amounts vary by share class due to servicing and management fees, which affects the cash received by different investors.
• Mechanics and timing: Record date was May 29, 2026 and payments are expected on or about June 1, 2026; shareholders may receive cash or reinvest via the company’s reinvestment plan.