Fortress Private Lending Fund Files 8-K

TL;DR

Fortress Private Lending Fund filed an 8-K on 9/22/25 for unregistered equity sales.

AI Summary

Fortress Private Lending Fund filed an 8-K on September 22, 2025, reporting on the unregistered sales of equity securities and other events. The filing details the company's principal executive offices located at 1345 Avenue of the Americas, New York, NY 10105, and provides a contact phone number of (212) 497-2976.

Why It Matters

This filing indicates potential unregistered sales of equity securities, which could have implications for investors regarding disclosure and registration requirements.

Risk Assessment

Risk Level: medium — Filings related to unregistered sales of equity securities can indicate potential regulatory scrutiny or complex transactions that may carry higher risks.

Key Players & Entities

• Fortress Private Lending Fund (company) — Registrant
• 1345 Avenue of the Americas (location) — Principal Executive Offices Address
• New York (location) — City of Principal Executive Offices
• NY (location) — State of Principal Executive Offices
• 10105 (location) — Zip Code of Principal Executive Offices
• (212) 497-2976 (phone_number) — Registrant's Telephone Number
• September 22, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — hares of beneficial interest, par value $0.01 per share (the "Shares") for aggregate
• $0.8 million — Shares") for aggregate consideration of $0.8 million. The number of Shares to be issued was
• $801.9 million — e Company's portfolio was approximately $801.9 million based on fair market value across 54 po
• $79.6 m — debt investments had a median EBITDA of $79.6 million, a weighted average net loan-to-v
• $763.3 million — 0 Shares for aggregate consideration of $763.3 million. The Shares issued amount does not incl

Filing Documents

• ck0002012139-20250922.htm (8-K) — 64KB
• 0001193125-25-211196.txt ( ) — 224KB
• ck0002012139-20250922.xsd (EX-101.SCH) — 60KB
• ck0002012139-20250922_htm.xml (XML) — 4KB

02 Unregistered Sales of Unregistered Securities

Item 3.02 Unregistered Sales of Unregistered Securities. During September 2025, Fortress Private Lending Fund (the "Company,") sold its Class I common shares of beneficial interest, par value $0.01 per share (the "Shares") for aggregate consideration of $0.8 million. The number of Shares to be issued was finalized on September 22, 2025. The purchase price per Share equaled the Company's net asset value ("NAV") per Share as of August 31, 2025. The offer and sale of the Shares was made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Regulation D promulgated thereunder and other available exemptions from the registration requirements of the Securities Act to investors who are "accredited investors" within the meaning of Regulation D under the Securities Act. Date of Unregistered Sale Amount of Shares Total Consideration (in thousands) As of September 1, 2025 (number of Class I common shares finalized on September 22, 2025) 31,969 $ 800

01 Other Events

Item 8.01 Other Events. Net Asset Value The NAV per Share as of August 31, 2025, as determined in accordance with the valuation policies and procedures approved by the Company's board of trustees, was as follows: NAV as of August 31, 2025 Class I $ 25.02 August Distribution On August 27, 2025, the Company declared a distribution for the monthly earnings period of August 2025 on the Shares (the "August 2025 Distribution") in the amount per Share set forth below: Per Share Distribution $ 0.1458 The distribution for the Shares is payable to shareholders of record as of the closing of business on August 31, 2025 and will be paid on or about September 30, 2025. The August 2025 Distribution will be paid in cash or reinvested in Shares for shareholders participating in the Company's distribution reinvestment plan. Portfolio and Business Commentary As of August 31, 2025, the Company's portfolio was approximately $801.9 million based on fair market value across 54 portfolio companies and 26 industries. Based on fair value, the Company's portfolio consisted of approximately 99.9% first lien, floating rate debt investments. The Company's portfolio's directly originated debt investments had a median EBITDA of $79.6 million, a weighted average net loan-to-value and interest coverage of 44.5% and of 2.9x, respectively. The weighted average yield at amortized cost of directly originated debt investments was 10.8% and the weighted average yield at amortized cost of the overall portfolio was 9.6%. Status of the Offering The Company is currently offering on a continuous basis, Shares in transactions exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and Regulation S promulgated thereunder. As of the date hereof, the Company has issued a total of 30,533,180 Shares for aggregate consideration of $763.3 million. The Shares issued amount does not include

SIGNATURES

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. Dated September 22, 2025 Fortress Private Lending Fund By: /s/ Avraham Dreyfuss Name: Avraham Dreyfuss Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR