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 $33.2 million. The number of Shares to be issued was finalized on October 23, 2025. The purchase price per Share equaled the Company’s net asset value (“NAV”) per Share as of September 30, 2025. The offer and sale of the Shares was made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and other available exemptions from the registration requirements of the Securities Act to investors who are “accredited investors” within the meaning of Regulation D under the Securities Act.
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Date of Unregistered Sale |
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Amount of Shares |
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Total Consideration
(in thousands) |
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As of October 1, 2025 (number of Class I common shares finalized on October 23, 2025) |
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1,328,696 |
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$ |
33,226 |
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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:
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NAV as of |
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Share Class |
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September 30, 2025 |
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Class I |
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$ |
25.01 |
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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 $250.5 million debt outstanding.
October Distribution
On October 23, 2025, the Company declared a distribution for the monthly earnings period of October 2025 on the Shares (the “October 2025 Distribution”) in the amount per Share set forth below:
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Share Class |
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Per Share Distribution |
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Class I |
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$ |
0.1563 |
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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 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 31,861,875 Shares for aggregate consideration of $796.6 million. The Shares issued amount does not include Shares issued through the Company’s distribution reinvestment plan.