UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 14, 2024

Fortress Net Lease REIT

(Exact name of registrant as specified in its charter)

(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:

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

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. ☐

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Fortress Net Lease REIT (the “Company”) has established a new series of Class S common shares, par value $0.01 per share (the “Class S shares”), Class D common shares, par value $0.01 per share (the “Class D shares”), and Class I common shares, par value $0.01 per share (the “Class I shares” and, together with the Class S shares and Class D shares, the “New Shares”), as described in Item 5.03 of this Current Report on Form 8-K (this “Current Report”).

The preferences,  rights, voting powers, restrictions and limitations of redemptions for the New Shares are substantially similar to the preferences,  rights, voting powers, restrictions and limitations of the Company’s existing Class F-S common shares, Class F-D common shares and Class F-I common shares (collectively, the “Existing Shares”), including the same proportional rights to the Company’s assets, except that each series of New Shares pays a management fee equal to 1.25% of net asset value (“NAV”) per annum and entitles the Special Limited Partner (as defined below) to receive a performance participation allocation equal to 12.5% of the Total Return (as defined in the Amended Operating Partnership Agreement (as defined below)) from unit holders of the Operating Partnership (as defined below), subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up (each as defined in the Amended Operating Partnership Agreement).

Third Amended and Restated Limited Partnership Agreement of FNLR OP LP

On November 15, 2024, FNLR GP LLC, a Delaware limited liability company and the Company’s wholly-owned subsidiary, on behalf of itself and FNLR SLP LLC, a Delaware limited liability company and a wholly-owned subsidiary of Fortress Investment Group LLC (the “Special Limited Partner”), and the limited partners thereto, entered into the Third Amended and Restated Limited Partnership Agreement (the “Amended Operating Partnership Agreement”) of FNLR OP LP, a Delaware limited partnership and subsidiary of the Company (the “Operating Partnership”). The Amended Operating Partnership Agreement amends the prior version of the agreement to make certain updates to reflect the establishment of the New Shares and the renamed Class D-S shares and to establish new units of the Operating Partnership designated as Class S units, Class D units and Class I units (collectively, the “New OP Units”), to rename the existing Class D units (the “Legacy Class D Units”) as Class D-S units (the “Class D-S Units”), and to cancel the existing Class B units and Class C units. Other than the name change, the Class D-S Units are identical to the Legacy Class D Units in all respects, including as it relates to preferences, rights, voting powers, restrictions and limitations. The preferences,  rights, voting powers, restrictions and limitations of conversion and redemption for the New OP Units are substantially similar to the preferences,  rights, voting powers, restrictions and limitations of the Operating Partnership’s Class F-S units, Class F-D units and Class F-I units (collectively, the “Existing OP Units”), except that the New OP Units are subject to a management fee equal to 1.25% of NAV per annum and entitle the Special Limited Partner to receive a performance participation allocation equal to 12.5% of the Total Return from unit holders of the Operating Partnership, subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up.

Second Amended and Restated Management Agreement

On November 15, 2024, the Company, the Operating Partnership and FNLR Management LLC, a Delaware limited liability company (the “Adviser”), entered into the Second Amended and Restated Management Agreement (the “Amended Management Agreement”). The Amended Management Agreement has been amended and restated to reflect the inclusion of the New Shares and Class D-S shares and the removal of the Cancelled Shares. The Amended Management Agreement, including the terms and conditions set forth therein prior to the amendment, otherwise remains unchanged.

Second Amended and Restated Dealer Manager Agreement and Form of Participating Broker-Dealer Agreement

On November 15, 2024, the Company, the Adviser and Independent Brokerage Solutions LLC (in such capacity, the “Dealer Manager”) entered into the Second Amended and Restated Dealer Manager Agreement (the “Amended Dealer Manager Agreement”), including a revised form of Participating Broker-Dealer Agreement (the “Form of Participating Broker-Dealer Agreement”) to be entered into with certain broker-dealers and the Dealer Manager. The Amended Dealer Manager Agreement and the Form of Participating Broker-Dealer Agreement have been amended and restated to reflect the inclusion of the New Shares and Class D-S shares and the removal of the Cancelled Shares. The Amended Dealer Manager Agreement and Form of Participating Broker-Dealer Agreement, including the terms and conditions set forth therein prior to the amendment, otherwise remain unchanged.

Third Amended and Restated Declaration of Trust

On November 14, 2024, the Company adopted the Third Amended and Restated Declaration of Trust (the “Amended Declaration of Trust”) pursuant to which the Company designated the New Shares, renamed the Class D-S shares, and cancelled the Cancelled Shares, which Amended Declaration of Trust became effective on November 15, 2024.

The disclosures set forth in Item 1.01 hereof are hereby incorporated by reference into this Item 5.03.

Amended and Restated Share Repurchase Plan

Effective November 15, 2024, the Board of Trustees of the Company (the “Board”) amended the Company’s share repurchase plan (the “Share Repurchase Plan”) to incorporate the New Shares and Class D-S shares in the Share Repurchase Plan and to remove the Cancelled Shares. The Share Repurchase Plan otherwise remains unchanged.

Amended and Restated Distribution Reinvestment Plan

Effective November 15, 2024, the Board amended the Company’s distribution reinvestment plan (the “DRIP”) to incorporate the New Shares and Class D-S shares in the DRIP and to remove the Cancelled Shares. The DRIP otherwise remains unchanged.

Item 9.01

Financial Statements and Exhibits.

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.

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