v3.26.1
Related Party Transactions
12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions
6.
Related Party Transactions

Due to Affiliate

The following table details the components of due to affiliate ($ in thousands):

 

 

December 31, 2025

 

 

December 31, 2024

 

Advanced organizational and offering costs

 

$

11,229

 

 

$

14,048

 

Repurchases payable

 

 

5,302

 

 

 

 

General and administrative expenses

 

 

1,864

 

 

 

1,255

 

Accrued management fee

 

 

1,317

 

 

 

691

 

Performance participation allocation

 

 

8,431

 

 

 

1,874

 

Accrued shareholder servicing fee

 

 

20,862

 

 

 

 

Total

 

$

49,005

 

 

$

17,868

 

 

Advanced Organizational and Offering Costs

The Adviser agreed to advance all of the organization and offering costs on behalf of the Company (including legal, marketing, due diligence, administrative, accounting, transfer agent fees and other expenses attributable to the Company’s organization) through November 1, 2024. Such costs are being reimbursed to the Adviser on a pro-rata basis over a 60-month period beginning November 1, 2024, the first anniversary of the date on which the Company broke escrow for its private offering, and are recorded as a component of Due to affiliate on the Company’s Consolidated Balance Sheets. Approximately $11.2 million and $14.0 million of reimbursable costs were payable to the Adviser at December 31, 2025 and 2024, respectively.

 

Repurchases Payable

During the year ended December 31, 2025, the Adviser submitted 491,925 Class A Units, previously issued as payment for management fees, for repurchase by the Company for a total of $5.3 million. The amount due is recorded as a component of Due to affiliate on the Company’s Consolidated Balance Sheets. At December 31, 2025, the Company owed the Adviser approximately $5.3 million in connection with this repurchase.

General and Administrative Expenses

The Adviser agreed to advance certain general and administrative expenses on behalf of the Company. General and administrative expenses primarily consist of legal fees, accounting and admin-related fees, audit fees, appraisal/valuation fees and other professional fees. Approximately $1.5 million and $0.9 million in general and administrative expenses were payable to the Adviser at December 31, 2025 and 2024, respectively. Approximately $0.4 million was payable to members of the Company’s board of trustees related to compensation expense at December 31, 2025 and 2024.

Accrued Management Fee

The Company pays the Adviser a management fee ranging from 1.00% to 1.25% of NAV per annum payable monthly. The Adviser previously waived the management fee for six months for certain investors measured from the later of (i) the day on which such shareholder first purchased any waiver-eligible shares and (ii) if applicable, the day on which such shares were released from escrow (such later date in respect of any investor, the “Issuance Date”). The Adviser agreed to waive the management fee in respect of any Class E shares issued for so long as the Company qualifies as a “publicly offered REIT”.

The management fee may be paid, at the Adviser’s election, in cash, Class E shares or Class A units of FNLR OP (the “Class A OP Units”). To date, the Adviser has elected to receive the management fee in the Company’s Class E shares or Class A units of FNLR OP, resulting in a non-cash expense.

During the year ended December 31, 2025, the Company issued 1,012,567 Class A OP units and 67,171 Class E shares and recognized management fees of $12.1 million on the Consolidated Statements of Operations. During the year ended December 31,

2024, the Company issued 281,963 Class E shares and recognized management fees of $3.6 million on the Consolidated Statements of Operations. The Company did not issue shares or incur management fees during the period from January 24, 2023 (Date of Formation) through December 31, 2023.

Performance Participation Allocation

The Special Limited Partner holds a performance participation interest in FNLR OP that entitles it to receive an allocation of total return. This allocation is an expense to the Company as it represents a liability payable for services rendered relating to ongoing operations of the Company. Total return is defined as total distributions plus the change in the Company’s NAV per share, adjusted for subscriptions and repurchases. The Special Limited Partner is entitled to an allocation from FNLR OP equal to (i) for the Class F-S units, Class F-D units, Class F-I units (including Class F-I X units which are eligible for a waiver of performance participation allocation), Class B units and Class E units of FNLR OP, 10% of total return and (ii) for the Class C units of FNLR OP, 5% of total return in each case, after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount). The allocation of the performance participation interest is measured on a calendar year basis, made annually and accrued monthly, and is payable in Class A units of FNLR OP, Class E shares or cash at the election of the Special Limited Partner. The Special Limited Partner has waived the performance participation for six months for certain investors measured from the applicable Issuance Date. In addition, the Special Limited Partner’s performance participation interest with respect to Class E units of FNLR OP has been waived by the Special Limited Partner for so long as the Company qualifies as a “publicly offered REIT” for U.S. federal income tax purposes. During the year ended December 31, 2025, the Company issued 181,062 Class A OP units to the Special Limited Partner as payment for $1.9 million of performance participation allocation expense earned during the fiscal year 2024.

The Company recognized $8.4 million and $1.9 million of performance participation allocation expense in the Company's Consolidated Statements of Operations during the years ended December 31, 2025 and 2024, respectively. The Company did not recognize any performance participation allocation expense during the period from January 24, 2023 (Date of Formation) through December 31, 2023.

Accrued Shareholder Servicing Fees

On April 11, 2025, the Company appointed Fortress Wealth Solutions LLC (the “Dealer Manager”), an affiliate of the Adviser, as dealer manager in connection with its ongoing private offering of securities. The Company accrues ongoing shareholder servicing fees payable to the Dealer Manager for ongoing services rendered to Class S and Class F-S shareholders equal to 0.85% per annum of the aggregate NAV of the outstanding shares. The ongoing servicing fees are paid monthly in arrears. At the time such shares are sold to a shareholder, the Company accrues an estimate of the future shareholder servicing payable to the Dealer Manager. The estimate is based on the expected holding period by the shareholders and level of servicing fees attributed to such share class, which currently approximates 8.75%. The Company subsequently reassesses such liability at each reporting period.

Prior to April 11, 2025, the accrued ongoing shareholder servicing fees were recorded as a component of Other liabilities on the Company’s Consolidated Balance Sheets. Subsequent to April 11, 2025, the accrued ongoing shareholder servicing fees are recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets.

Related Party Share Ownership

 

As of December 31, 2025, FIG LLC owns 2,141,207 Class E shares for an aggregate purchase price of $23.4 million.

Real Estate Transactions

Investments in real estate, net and Intangible assets, net include properties that were acquired from affiliates of the Adviser. During the year ended December 31, 2025, the Company acquired five industrial and two office properties for $236.6 million and $196.5 million, respectively, from affiliates of the Adviser. During the year ended December 31, 2024 and for the period from January 24, 2023 (Date of Formation) through December 31, 2023, the Company did not acquire any properties from a related party.