UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 121, 2026

Fortress Net Lease REIT

(Exact name of Registrant as Specified in Its Charter)


Maryland	000-56632	92-1937121
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1345 Avenue of the Americas
New York, New York		10105
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (212) 798-6100

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On April 1, 2026, Fortress Net Lease REIT (the “Company” or “we”) issued and sold an aggregate of 10,631,069 common shares for gross proceeds of approximately $110.6 million, based on net asset value per share of the applicable class of common shares as of February 28, 2026. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.

The following table details the common shares sold:


Common Shares	Number of Shares Sold		Gross Proceeds
Class S		5,023,434	$	52,091,500
Class I		4,560,846	$	47,553,200
Class F-S		252,405	$	2,636,500
Class F-I		794,384	$	8,351,602

Item 8.01 Other Events.

~~February~~On 28March 31, 2026, ~~NAV~~the ~~Per~~Company ~~Share~~declared distributions for each class of its common shares in the amount per share set forth below:

On March 12, 2026, Fortress Net Lease REIT (the “Company” or “we”) the Company reported net asset value (“NAV”) per share for each outstanding class of common shares of the Company as of February 28, 2026, which is set forth below:


	Gross Distribution		Shareholder Servicing Fee		Management Fee		Net Distribution
Class S	$	0.0717	$	0.0073	$	0.0108	$	0.0535
Class I	$	0.0717	$	—	$	0.0109	$	0.0608
Class F-S	$	0.0717	$	0.0074	$	0.0087	$	0.0556
Class F-I	$	0.0717	$	—	$	0.0088	$	0.0629
Class D-S	$	0.0717	$	—	$	0.0090	$	0.0627
Class E	$	0.0717	$	—	$	—	$	0.0717

	NAV per Share
Class S	$	10.3697
Class I	$	10.4264
Class F-S	$	10.4455
Class F-I	$	10.5133
Class D-S	$	10.7856
Class E	$	10.8508

The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees and management fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on March 31, 2026, and will be paid on or about April 1, 2026. These distributions will be paid in cash or reinvested in the applicable class of the Company’s common shares for shareholders participating in the Company’s distribution reinvestment plan.

Net Asset Value

A detailed calculation of the NAV per share is set forth below. We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of trustees. Our total NAV presented in the following tables includes the NAV of our outstanding classes of common shares, which includes Class S, Class I, Class F-S, Class F-I, Class D-S and Class E common shares, as well as the partnership interests (“OP Units”) of FNLR OP LP (the “Operating Partnership”), if any, held by parties other than the Company.

The following table provides a breakdown of the major components of our NAV as of February 28, 2026 (amounts in thousands):

Components of NAV	Amount
Investments in real estate	$	2,802,899
Intangible assets		491,282
Cash and cash equivalents		7,116
Restricted cash		86,584
Other assets		71,560
Revolving credit facility		(914,100	)
Term loan		(776,741	)
Subscriptions received in advance		(84,491	)
Distribution payable		(9,528	)
Due to affiliate		(6,128	)
Other liabilities		(29,474	)
Net Asset Value	$	1,638,979
Number of outstanding shares/units		155,085

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of February 28, 2026 (amounts in thousands, except per share/unit data):

	Net Asset Value		Number of Outstanding Shares/Units		NAV per Share/Unit as of February 28, 2026
Class S	$	24,775		2,389	$	10.3697
Class I		170,722		16,374	$	10.4264
Class F-S		262,739		25,153	$	10.4455
Class F-I		731,060		69,537	$	10.5133
Class D-S		404,671		37,520	$	10.7856
Class E		27,999		2,580	$	10.8508
OP Units(1)		17,013		1,532	$	11.1070
Total	$	1,638,979		155,085

Includes the Class A OP Units held by FNLR Management LLC (the “Adviser”) and FNLR SLP LLC (the “Special Limited Partner”) .

The following table provides a breakdown of the major components of our NAV as of January 31, 2026 (amounts in thousands):

Components of NAV	Amount
Investments in real estate	$	2,844,115
Intangible assets		434,797
Cash and cash equivalents		12,493
Restricted cash		46,955
Other assets		73,411
Revolving credit facility		(958,100	)
Term loan		(776,522	)
Subscriptions received in advance		(45,565	)
Distribution payable		(9,231	)
Due to affiliate		(5,218	)
Other liabilities		(26,944	)
Net Asset Value	$	1,590,191
Number of outstanding shares/units		150,848

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of January 31, 2026 (amounts in thousands, except per share/unit data):

	Net Asset Value		Number of Outstanding Shares/Units		NAV per Share/Unit as of January 31, 2026
Class S	$	10,385		1,003	$	10.3546
Class I		152,420		14,646	$	10.4069
Class F-S		258,134		24,775	$	10.4190
Class F-I		722,447		68,897	$	10.4858
Class D-S		403,343		37,539	$	10.7447
Class E		27,876		2,579	$	10.8100
OP Units(1)		15,586		1,409	$	11.0635
Total	$	1,590,191		150,848

Includes the Class A OP Units held by FNLR Management LLC (the “Adviser”) and FNLR SLP LLC (the “Special Limited Partner”) .

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Fortress Net Lease REIT
Dated: March 18, 2026	By:	/s/ Avraham Dreyfuss
Dated: April 7, 2026	By:	/s/ Avraham Dreyfuss
		Name: Avraham DreyfussTitle: Chief Financial Officer

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