fnlr-20250317
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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): March 17, 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.

February 28, 2025 NAV Per Share

On March 17, 2025, the Company reported the NAV per share for each class of common shares of the Company as of February 28, 2025, which is set forth below:
NAV per Share
Class I$10.2038 
Class F-S$10.1772 
Class F-I$10.2237 
Class D-S$10.3542 
Class D-X(1)
$10.4257 
Class E$10.4176 

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, Class D-X 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 February 28, 2025 (amounts in thousands):

Components of NAVAmount
Investments in real estate$1,353,311 
Intangible assets193,445 
Cash and cash equivalents4,172 
Restricted cash52,095 
Other assets15,305 
Revolving credit facility and term loan(592,108)
Subscriptions received in advance(45,645)
Distribution payable(5,105)
Due to affiliate(2,742)
Other liabilities(15,249)
Net Asset Value$957,479 
Number of outstanding shares/units93,184 














The following table provides a breakdown of our total NAV and NAV per share/unit by class as of February 28, 2025 (amounts in thousands, except per share unit data):

Monthly NAVNumber of outstanding shares/unitsNAV per Share/Unit as of February 28, 2025
Class I$8,095 793 $10.2038 
Class F-S54,920 5,396 $10.1772 
Class F-D— — — 
Class F-I501,343 49,038 $10.2237 
Class D-S376,612 36,373 $10.3542 
Class D-X(2)
7,320 702 $10.4257 
Class E6,534 627 $10.4176 
OP Units2,655 255 $10.4249 
Total$957,479 93,184 

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

Components of NAVAmount
Investments in real estate$1,252,397 
Intangible assets148,936 
Cash and cash equivalents4,654 
Restricted cash47,074 
Other assets12,346 
Revolving credit facility and term loan(490,273)
Subscriptions received in advance(41,007)
Distribution payable(4,890)
Due to affiliate(1,868)
Other liabilities(12,787)
Net Asset Value$914,582 
Number of outstanding shares/units89,173 

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

Monthly NAVNumber of outstanding shares/unitsNAV per Share/Unit as of January 31, 2025
Class F-S$45,387 4,467 $10.1611 
Class F-D— — — 
Class F-I478,484 46,882 $10.2062 
Class D-S372,353 36,057 $10.3269 
Class D-X(1)
9,973 960 $10.3898 
Class E6,505 626 $10.3839 
OP Units1,880 181 $10.3839 
Total$914,582 89,173 





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