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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): May 15, 2025
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 8.01.    Other Events.

April 30, 2025 NAV Per Share

On May 15, 2025, the Company reported the NAV per share for each class of common shares of the Company as of April 30, 2025, which is set forth below:
NAV per Share
Class I$10.2152 
Class F-S$10.1980 
Class F-I$10.2467 
Class D-S$10.3953 
Class E$10.5982 

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 I, Class F-S, Class F-D, 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 April 30, 2025 (amounts in thousands):

Components of NAVAmount
Investments in real estate$1,583,504 
Intangible assets243,678 
Cash and cash equivalents7,792 
Restricted cash72,432 
Other assets18,743 
Revolving credit facility and term loan(751,319)
Subscriptions received in advance(66,223)
Distribution payable(5,912)
Due to affiliate(4,981)
Other liabilities(24,803)
Net Asset Value$1,072,911 
Number of outstanding shares/units104,200 














The following table provides a breakdown of our total NAV and NAV per share/unit by class as of April 30, 2025 (amounts in thousands, except per share unit data):

Monthly NAVNumber of outstanding shares/unitsNAV per Share/Unit as of April 30, 2025
Class I$32,576 3,189 $10.2152 
Class F-S82,539 8,094 $10.1980 
Class F-D— — — 
Class F-I565,673 55,205 $10.2467 
Class D-S386,663 37,196 $10.3953 
Class E3,081 291 $10.5982 
OP Units2,379 225 $10.5643 
Total$1,072,911 104,200 

The following table provides a breakdown of the major components of our NAV as of March 31, 2025 (amounts in thousands):

Components of NAVAmount
Investments in real estate$1,352,910 
Intangible assets211,065 
Cash and cash equivalents3,188 
Restricted cash76,563 
Other assets82,981 
Revolving credit facility and term loan(627,091)
Subscriptions received in advance(69,329)
Distribution payable(5,569)
Due to affiliate(3,987)
Other liabilities(15,298)
Net Asset Value$1,005,433 
Number of outstanding shares/units97,848 

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2025 (amounts in thousands, except per share/unit data):

Monthly NAVNumber of outstanding shares/unitsNAV per Share/Unit as of March 31, 2025
Class I$19,766 1,939 $10.1931 
Class F-S67,126 6,597 $10.1760 
Class F-D— — — 
Class F-I523,717 51,222 $10.2245 
Class D-S381,659 36,829 $10.3631 
Class D-X(1)
3,197 306 $10.4440 
Class E6,579 630 $10.4357 
OP Units3,389 325 $10.4432 
Total$1,005,433 97,848 





(1) 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: May 21, 2025
Fortress Net Lease REIT
By:/s/ Avraham Dreyfuss
Name:Avraham Dreyfuss
Title:Chief Financial Officer