Fortress Net Lease REIT 8-K

What Happened

• Fortress Net Lease REIT filed an 8-K (dated April 7, 2026) reporting that on April 1, 2026 it issued and sold a total of 10,631,069 common shares for gross proceeds of approximately $110.6 million. The share sales were made under exemptions from registration (Section 4(a)(2), Regulation D and/or Regulation S).
• The company also declared per-share distributions on March 31, 2026 for each class of common shares; the gross distribution is $0.0717 per share, payable in cash or reinvested under the company’s dividend reinvestment plan on or about April 1, 2026. The filing is signed by CFO Avraham Dreyfuss.

Key Details

• Total shares sold: 10,631,069 for aggregate gross proceeds ≈ $110,632,802 (based on NAV as of Feb 28, 2026).
  • Class S: 5,023,434 shares — $52,091,500
  • Class I: 4,560,846 shares — $47,553,200
  • Class F‑S: 252,405 shares — $2,636,500
  • Class F‑I: 794,384 shares — $8,351,602
• Distribution amounts (gross $0.0717/share) and net distributions after fees:
  • Class S net: $0.0535; Class I net: $0.0608; Class F‑S net: $0.0556; Class F‑I net: $0.0629; Class D‑S net: $0.0627; Class E net: $0.0717.
• Record date: March 31, 2026; payment date: on or about April 1, 2026; shareholders may receive cash or reinvest via the company’s reinvestment plan.

Why It Matters

• The company raised about $110.6M in gross proceeds from the April 1 private share issuance, which increases available capital for Fortress Net Lease REIT’s operations, investments or other corporate purposes.
• New share issuance increases the number of shares outstanding, which can affect per‑share metrics (such as NAV per share) for existing investors.
• The declared distributions confirm the company is continuing regular cash distributions (or reinvestment option) for shareholders for the March period; net amounts vary by share class due to servicing and management fees.