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): July 8, 2024

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)
(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:

☐
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
None
  
None
  
None

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 ☒
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 Sale of Equity Securities.

On July 1, 2024, Fortress Net Lease REIT (the “Company”) issued and sold an aggregate of 3,654,295 common shares for gross proceeds of approximately $36.7 million, based on net asset value per share of the applicable class of common shares as of May 31, 2024. 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 F-I
    
3,262,081
    
$
32,719,000
  
Class D-X*
    
387,254
    
$
3,900,000
  
Class E
    
4,960
    
$
50,000
  


Item 8.01.
Other Events.

On June 28, 2024, the Company declared distributions for each class of its common shares in the amount per share set forth below:
   
Gross Distribution
    
Shareholder
Servicing Fee
    
Net Distribution
  
Class F-I
  
$
0.0502
    
$
—
    
$
0.0502
  
Class F-I X*
  
$
0.0502
    
$
—
    
$
0.0502
  
Class D
  
$
0.0502
    
$
—
    
$
0.0502
  
Class D-X*
  
$
0.0502
    
$
—
    
$
0.0502
  
Class E
  
$
0.0502
    
$
—
    
$
0.0502
  

The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on June 28, 2024, and will be paid on or about July 2, 2024. 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.
* Class F-I X and Class D-X represent Class F-I and Class D common shares, respectively, 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) FNLR Management LLC, the Company’s  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: July 8, 2024
 
Fortress Net Lease REIT
   
 
By:
/s/ Avraham Dreyfuss
 
Name:
 Avraham Dreyfuss
 
Title:
 Chief Financial Officer