Fortress Private Lending Fund Files 8-K on Equity Sales

TL;DR

Fortress Private Lending Fund filed an 8-K for unregistered equity sales on 12/17/25.

AI Summary

Fortress Private Lending Fund filed an 8-K on December 19, 2025, reporting on unregistered sales of equity securities and other events that occurred on December 17, 2025. The filing details the company's principal executive offices located at 1345 Avenue of the Americas, New York, NY 10105, and its telephone number is (212) 497-2976.

Why It Matters

This filing indicates potential new equity issuance by Fortress Private Lending Fund, which could impact its capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate a need for capital or potential dilution, requiring further investigation.

Key Numbers

• 2025-12-17 — Event Date (Date of earliest event reported)
• 2025-12-19 — Filing Date (Date the 8-K was filed)

Key Players & Entities

• Fortress Private Lending Fund (company) — Registrant
• 1345 Avenue of the Americas (location) — Principal Executive Offices
• New York (location) — City of Principal Executive Offices
• 10105 (location) — ZIP Code of Principal Executive Offices
• (212) 497-2976 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — hares of beneficial interest, par value $0.01 per share (the "Shares") for aggregate
• $46.0 million — Shares") for aggregate consideration of $46.0 million. The number of Shares to be issued was
• $819.7 m — mpany's aggregate NAV was approximately $819.7 million, the fair value of its portfolio
• $1.3 b — portfolio investments was approximately $1.3 billion, and there was approximately $505
• $505.8 million — .3 billion, and there was approximately $505.8 million debt outstanding. December Distributi
• $1.3 billion — e Company's portfolio was approximately $1.3 billion based on fair market value across 68 po
• $80.2 m — debt investments had a median EBITDA of $80.2 million, a weighted average net loan-to-v
• $868.3 million — 4 Shares for aggregate consideration of $868.3 million. The Shares issued amount does not incl

Filing Documents

• ck0002012139-20251217.htm (8-K) — 69KB
• 0001193125-25-326053.txt ( ) — 229KB
• ck0002012139-20251217.xsd (EX-101.SCH) — 60KB
• ck0002012139-20251217_htm.xml (XML) — 4KB

02 Unregistered Sales of Unregistered Securities

Item 3.02 Unregistered Sales of Unregistered Securities. During December 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 $46.0 million. The number of Shares to be issued was finalized on December 17, 2025. The purchase price per Share equaled the Company's net asset value ("NAV") per Share as of November 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 December 1, 2025 (number of Class I common shares finalized on December 17, 2025) 1,852,351 $ 46,010

01 Other Events

Item 8.01 Other Events. Net Asset Value The NAV per Share as of November 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 November 30, 2025 Class I $ 24.84 As of November 30, 2025, the Company's aggregate NAV was approximately $819.7 million, the fair value of its portfolio investments was approximately $1.3 billion, and there was approximately $505.8 million debt outstanding. December Distribution On December 17, 2025, the Company declared a distribution for the monthly earnings period of December 2025 on the Shares (the "December 2025 Distribution") in the amount per Share set forth below: Share Class Per Share Distribution Class I $ 0.1708 The distribution for the Shares is payable to shareholders of record as of the closing of business on December 31, 2025 and will be paid on or about January 27, 2026. The December 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 November 30, 2025, the Company's portfolio was approximately $1.3 billion based on fair market value across 68 portfolio companies and 32 industries. Based on fair value, the Company's portfolio consisted of approximately 98.71% first lien, floating rate debt investments. The Company's portfolio's directly originated debt investments had a median EBITDA of $80.2 million, a weighted average net loan-to-value and interest coverage of 44.20% and of 3.1x, respectively. The weighted average yield at fair market value of directly originated debt investments was 10.28% and the weighted average yield at fair market value of the overall portfolio was 9.73%. 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, pursua

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 December 19, 2025 Fortress Private Lending Fund By: /s/ Avraham Dreyfuss Name: Avraham Dreyfuss Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR