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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): October 14, 2024
Fortress Net Lease REIT
(Exact name of registrant as specified in its charter)
Maryland000-5663292-1937121
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
1345 Avenue of the Americas
New York, NY
10105
(Address of principal executive offices)(Zip Code)
(212) 798-6100
(Registrant’s telephone number, including area code)
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbol(s)		Name of each exchange
on which registered
NoneNoneNone
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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. o


Item 3.02.    Unregistered Sale of Equity Securities.

On October 14, 2024, Fortress Net Lease REIT (the “Company”, “we” or “us”) issued 49,657 Class E common shares to FNLR Management LLC, the Company’s external manager (the “Adviser”), as payment for $503,229 of management fees. The price per share of the Class E common shares was equal to the net asset value (“NAV”) per share of the Class E common shares as of August 31, 2024. The issuance of these shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereunder.
Item 8.01.    Other Events.

September 30, 2024 NAV Per Share

On October 15, 2024, the Company reported the NAV per share for each class of common shares of the Company as of September 30, 2024, which is set forth below:
NAV per Share
Class F-S$10.0989 
Class F-I$10.1098 
Class D$10.1719 
Class D-X*$10.2121 
Class E$10.2188 

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 F-S, Class F-D, Class F-I, Class D 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 September 30, 2024 (amounts in thousands):

Components of NAVAmount
Investments in real estate$636,077 
Intangible assets100,975 
Cash and cash equivalents3,301 
Restricted cash55,606 
Other assets1,405 
Loan payable(67,422)
Subscriptions received in advance(51,167)
Distribution payable(3,270)
Due to affiliate(1,752)
Management fee payable(503)
Accrued performance participation allocation(796)
Accounts payable and accrued expenses(6,104)
Other liabilities(4,482)
Net Asset Value$661,868 
Number of outstanding shares/units65,221 





The following table provides a breakdown of our total NAV and NAV per share/unit by class as of September 30, 2024 (amounts in thousands, except per share unit data):

Monthly NAVNumber of outstanding shares/unitsNAV per Share/Unit as of September 30, 2024
Class F-S$6,401 634$10.0989 
Class F-D— —— 
Class F-I$280,638 27,759$10.1098 
Class D$320,032 31,462$10.1719 
Class D-X*$51,202 5,014$10.2121 
Class E$3,595 352$10.2188 
OP Units— —— 
Total$661,868 65,221

The following table provides a breakdown of the major components of our NAV as of August 31, 2024 (amounts in thousands):

Components of NAVAmount
Investments in real estate$613,867 
Intangible assets68,590 
Cash and cash equivalents2,544 
Restricted cash47,139 
Other assets1,655 
Loan payable(60,215)
Subscriptions received in advance(41,414)
Distribution payable(3,076)
Due to affiliate(1,228)
Management fee payable(460)
Accrued performance participation allocation(429)
Accounts payable and accrued expenses(7,476)
Other liabilities(1,975)
Net Asset Value$617,522 
Number of outstanding shares/units61,281 

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of August 31, 2024 (amounts in thousands, except per share/unit data):

Monthly NAVNumber of outstanding shares/unitsNAV per Share/Unit as of August 31, 2024
Class F-S— —— 
Class F-D— —— 
Class F-I$250,635 24,957$10.0427 
Class D$288,069 28,541$10.0932 
Class D-X*$75,720 7,477$10.1265 
Class E$3,098 306$10.1342 
OP Units— —— 
Total$617,522 61,281



*Class D-X represents Class D common shares that were purchased during the Initial Share Offering Period (as defined in the Company’s registration statement on Form 10 initially filed with the Securities and Exchange Commission on February 1, 2024 (as amended, the “Form 10”)) and that are currently entitled to a fee waiver, as described in the Form 10. Pursuant to the fee waiver: (i) the Adviser has waived the management fee for six months for certain investors measured from the later of (x) the day on which such investor first purchased any such shares and (y) if applicable, the day on which such shares were released from escrow (such later date in respect of any investor, the “Issuance Date”); and (ii) FNLR SLP LLC, the special limited partner of the Operating Partnership, has waived the performance participation for six months for certain investors measured from the applicable Issuance Date.


SIGNATURE
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.
Dated: October 17, 2024
Fortress Net Lease REIT
By:/s/ Avraham Dreyfuss
Name:Avraham Dreyfuss
Title:Chief Financial Officer