Fortress Net Lease REIT 发行 886.5 万股并宣布各类普通股分配
Fortress Net Lease REIT (0001966394) (Filer)
Fortress Net Lease REIT 于 10 月 1 日发行并出售 8,864,594 股普通股，募集总额约 9,480 万美元，金额按适用类别截至 8 月 31 日的每股净资产值计算。公司于 9 月 30 日宣布各类普通股每股总分配额为 0.0743 美元，扣除相应费用后的净分配额因类别而异，将以现金支付或按分配再投资计划再投资。
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 1, 2026 |
Fortress Net Lease REIT
(Exact name of Registrant as Specified in Its Charter)
Maryland |
000-56632 |
92-1937121 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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1345 Avenue of the Americas |
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New York, New York |
10105 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (212) 798-6100 |
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:
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Trading |
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N/A |
N/A |
N/A |
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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On October 1, 2026, Fortress Net Lease REIT (the “Company” or “we”) issued and sold an aggregate of 8,864,594 common shares for gross proceeds of approximately $94.8 million, based on net asset value per share of the applicable class of common shares as of August 31, 2026. 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 |
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Class S |
3,261,758 |
$ |
34,551,798 |
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Class I |
2,671,956 |
$ |
28,528,472 |
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Class F-S |
91,305 |
$ |
981,000 |
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Class F-I |
2,832,914 |
$ |
30,642,782 |
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Class E |
6,661 |
$ |
75,000 |
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Item 8.01 Other Events.
On September 30, 2026, the Company declared distributions for each class of its common shares in the amount per share set forth below:
Gross Distribution |
Shareholder Servicing Fee |
Management Fee |
Net Distribution |
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Class S |
$ |
0.0743 |
$ |
0.0075 |
$ |
0.0110 |
$ |
0.0558 |
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Class D |
$ |
0.0743 |
$ |
0.0022 |
$ |
0.0111 |
$ |
0.0610 |
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Class I |
$ |
0.0743 |
$ |
— |
$ |
0.0111 |
$ |
0.0632 |
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Class F-S |
$ |
0.0743 |
$ |
0.0076 |
$ |
0.0090 |
$ |
0.0577 |
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Class F-I |
$ |
0.0743 |
$ |
— |
$ |
0.0090 |
$ |
0.0653 |
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Class D-S |
$ |
0.0743 |
$ |
— |
$ |
0.0093 |
$ |
0.0650 |
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Class E |
$ |
0.0743 |
$ |
— |
$ |
— |
$ |
0.0743 |
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The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees and management fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on September 30, 2026, and will be paid on or about October 1, 2026. 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.
SIGNATURES
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.
Fortress Net Lease REIT |
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Dated: October 6, 2026 |
By: |
/s/ Avraham Dreyfuss |
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Name: Avraham Dreyfuss |
来源：SEC EDGAR · 本站存档