Fortress Net Lease REIT 8-K

What Happened

• Fortress Net Lease REIT filed an 8-K (Items 3.02 and 8.01) reporting two actions: (1) the private issuance and sale of 6,832,029 common shares for gross proceeds of approximately $71.9 million on July 1, 2026; and (2) the declaration of per-share distributions for each class of common shares on June 30, 2026, payable on or about July 1, 2026. The share sales were made pursuant to exemptions under Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act. The report was signed by CFO Avraham Dreyfuss on July 8, 2026.

Key Details

• Share issuance (July 1, 2026): total 6,832,029 common shares; gross proceeds ≈ $71,939,412, broken down by class:
  • Class S: 2,665,616 shares — $27,905,800
  • Class I: 3,052,662 shares — $32,182,080
  • Class F‑S: 324,977 shares — $3,439,000
  • Class F‑I: 758,175 shares — $8,076,532
  • Class D: 5,691 shares — $60,000
  • Class E: 24,908 shares — $275,000
• Distributions declared (record date June 30, 2026; payable on/about July 1, 2026). Gross distribution per share: $0.0734 for all classes; net distributions after fees:
  • Class S net: $0.0550 (gross $0.0734; servicing $0.0074; management $0.0109)
  • Class I net: $0.0624 (gross $0.0734; management $0.0110)
  • Class F‑S net: $0.0570 (gross $0.0734; servicing $0.0075; management $0.0088)
  • Class F‑I net: $0.0645 (gross $0.0734; management $0.0089)
  • Class D‑S net: $0.0642 (gross $0.0734; management $0.0091)
  • Class E net: $0.0734 (no fees)
• Shareholders may receive the distributions in cash or have them reinvested via the Company’s distribution reinvestment plan.

Why It Matters

• Capital raise and share count: The private sale raised about $71.9M and increased the Company’s outstanding shares by 6.83 million, which will affect share count and may impact per‑share metrics (e.g., NAV per share and future distributions per share) for existing investors.
• Income for investors: The declared distributions provide immediate cash or reinvestment options for shareholders with specified net amounts by share class and a clear record/payable date.
• Transparency and compliance: The company disclosed the exemption bases for the share sale (Section 4(a)(2), Reg D/Reg S) and provided class‑level fee breakdowns for the declared distribution, giving investors concrete details on fees and net payout.