Fortress Private Lending Fund 8-K

What Happened
Fortress Private Lending Fund filed an 8-K on January 27, 2026 reporting that in January 2026 it sold 4,928,630 Class I common shares for aggregate consideration of $121.458 million. The purchase price per share equaled the Company’s net asset value (NAV) per Class I share as of December 31, 2025 ($24.64). 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 filing also reports the Company’s NAV, portfolio metrics as of December 31, 2025, and a declared distribution for January 2026.

Key Details

• Unregistered share sale: 4,928,630 Class I shares sold in January 2026 for $121,458,000; pricing set at NAV as of 12/31/2025 ($24.64 per Class I share).
• NAV and balance sheet snapshots (as of 12/31/2025): aggregate NAV ≈ $859.9M; portfolio fair value ≈ $1.5B; debt outstanding ≈ $657.5M; available liquidity ≈ $510M.
• Portfolio composition and performance: 76 portfolio companies across 33 industries; ~98.92% first‑lien, floating‑rate debt; median EBITDA of direct debt investments $84.3M; weighted average net LTV 45.01%; interest coverage 3.1x; weighted average yield — directly originated debt 10.16%, overall portfolio 9.67%.
• Distribution and offering status: on Jan 25, 2026 the Company declared a Class I distribution of $0.1708 per share (record Jan 31, 2026; payable on/about Feb 24, 2026; payable in cash or via DRIP). As of the filing date the Company had issued 39,677,284 Shares for aggregate consideration of $989.8M (excluding DRIP issuances) and continues to offer Shares under exemptions (Reg D/Reg S).

Why It Matters
Investors should note the Company raised capital via an unregistered private offering priced at NAV, which increases shares outstanding but was not done at a discount or premium to reported NAV. The declared January distribution provides near‑term cash return (or reinvestment option) to shareholders. The portfolio and liquidity metrics ( ~$1.5B fair value, ~$510M available liquidity, and ~$657.5M debt) give a snapshot of leverage, yield (around 9.7% portfolio yield), and a shift toward privately originated loans following the Company’s BDC election — facts that affect income potential and balance sheet risk. The filing’s figures are management’s preliminary determinations and may be updated in the audited 2025 Form 10‑K.