Fortress Private Lending Fund Files 8-K/A Amendment

TL;DR

Fortress Private Lending Fund amended its 8-K filing on Oct 27, 2025, for unregistered equity sales on Oct 23, 2025.

AI Summary

Fortress Private Lending Fund filed an amendment (8-K/A) on October 27, 2025, regarding unregistered sales of equity securities and other events that occurred on October 23, 2025. The filing does not specify dollar amounts or details of the equity sales.

Why It Matters

This amendment provides updated information on the fund's activities, specifically concerning unregistered equity sales, which could impact investors' understanding of the fund's capital structure and recent transactions.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings, especially concerning unregistered sales of equity, can indicate complex or evolving financial activities that warrant closer investor scrutiny.

Key Players & Entities

• Fortress Private Lending Fund (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• October 27, 2025 (date) — Date of report and filing
• 1345 Avenue of the Americas (location) — Principal Executive Offices
• New York, New York (location) — Principal Executive Offices City and State
• 10105 (location) — Principal Executive Offices Zip Code

FAQ

Key Financial Figures

• $0.01 — hares of beneficial interest, par value $0.01 per share (the "Shares") for aggregate
• $34.0 million — Shares") for aggregate consideration of $34.0 million. The number of Shares to be issued was
• $764.4 m — mpany's aggregate NAV was approximately $764.4 million, the fair value of its portfolio
• $978.8 m — portfolio investments was approximately $978.8 million, and there was approximately $250
• $250.5 million — .8 million, and there was approximately $250.5 million debt outstanding. October Distributio
• $978.8 million — e Company's portfolio was approximately $978.8 million based on fair market value across 59 po
• $76.9 m — debt investments had a median EBITDA of $76.9 million, a weighted average net loan-to-v
• $797.3 million — 8 Shares for aggregate consideration of $797.3 million. The Shares issued amount does not incl

Filing Documents

• ck0002012139-20251023.htm (8-K/A) — 72KB
• 0001193125-25-251084.txt ( ) — 232KB
• ck0002012139-20251023.xsd (EX-101.SCH) — 60KB
• ck0002012139-20251023_htm.xml (XML) — 4KB

02 Unregistered Sales of Unregistered Securities

Item 3.02 Unregistered Sales of Unregistered Securities. During October 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 $34.0 million. The number of Shares to be issued was finalized on October 23, 2025. The purchase price per Share equaled the Company's net asset value ("NAV") per Share as of September 30, 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 October 1, 2025 (number of Class I common shares finalized on October 23, 2025) 1,358,688 $ 33,976

01 Other Events

Item 8.01 Other Events. Net Asset Value The NAV per Share as of September 30, 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 Share Class September 30, 2025 Class I $ 25.01 As of September 30, 2025, the Company's aggregate NAV was approximately $764.4 million, the fair value of its portfolio investments was approximately $978.8 million, and there was approximately $250.5 million debt outstanding. October Distribution On October 23, 2025, the Company declared a distribution for the monthly earnings period of October 2025 on the Shares (the "October 2025 Distribution") in the amount per Share set forth below: Share Class Per Share Distribution Class I $ 0.1563 The distribution for the Shares is payable to shareholders of record as of the closing of business on October 31, 2025 and will be paid on or about November 28, 2025. The October 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 September 30, 2025, the Company's portfolio was approximately $978.8 million based on fair market value across 59 portfolio companies and 27 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 $76.9 million, a weighted average net loan-to-value and interest coverage of 42.1% and of 2.8x, respectively. The weighted average yield at amortized cost of directly originated debt investments was 10.4% and the weighted average yield at amortized cost of the overall portfolio was 9.5%. 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 S

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 October 27, 2025 Fortress Private Lending Fund By: /s/ Avraham Dreyfuss Name: Avraham Dreyfuss Title: Chief Financial Officer

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View this 8-K/A filing on SEC EDGAR