1. Organization and Business Purpose

Fortress Private Lending Fund (the "Company") is a Delaware statutory trust formed on January 25, 2024. The Company is a "perpetual-life", externally managed, non-diversified, closed-end management investment company that elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"), on August 1, 2025 (the "BDC Election"). Prior to the BDC Election, the Company conducted its investment activities and operations in reliance on an exemption from the definition of "investment company" under Section 3(c)(7) of the 1940 Act.

For U.S. federal income tax purposes, beginning with the tax year ending December 31, 2025, the Company expects to elect to be treated, and the Company intends to qualify annually thereafter, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), effective August 1, 2025. As a BDC and a RIC, the Company will be required to comply with certain regulatory requirements.

The Company is managed by FPLF Management LLC (in its capacity as investment adviser, the "Adviser"), an indirect subsidiary of Fortress Investment Group LLC ("Fortress"), which provides management services to the Company pursuant to an amended and restated investment advisory agreement, dated February 10, 2025, between the Adviser and the Company (the "Investment Advisory Agreement"). See further discussion in Note 3 – "Related Party Transactions and Agreements" to our consolidated financial statements. Subject to the overall supervision of the Board of Trustees (the "Board"), the Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring the Company’s investments and monitoring its portfolio on an ongoing basis through a team of investment professionals. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the "SEC").

FPLF Management LLC (in its capacity as administrator, the "Administrator"), may delegate any of its obligations under the amended and restated administration agreement, dated February 10, 2025, between the Administrator and the Company (the "Administration Agreement") to an affiliate or to a third-party to assist in the provision of administrative services (a "Sub-Administrator"). The Sub-Administrator will receive compensation for its services under a sub-administrative agreement. The Sub-Administrator receives fees, plus out-of-pocket expenses, based on the nature and extent of services provided. The Administrator has retained SEI Global Services, Inc. as the Sub-Administrator to provide administrative and accounting services.

The Company’s investment objectives and strategies are to generate current income and, to a lesser extent, capital appreciation, primarily by investing in U.S. middle-market companies through the direct origination or acquisition of first lien senior secured loans (including "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and, to a lesser extent, second lien senior secured loans. The investment portfolio may also include other interests such as corporate bonds, common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution. While most of the Company’s investments will be in private U.S. companies (subject to compliance with BDC regulatory requirements to invest at least 70% of the Company’s assets in "qualifying assets", as defined in Section 55(a) of the 1940 Act), the Company may invest up to 30% of its portfolio in non-qualifying assets, including companies located outside of the U.S., entities that are operating pursuant to certain exceptions under the 1940 Act, as applicable, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the 1940 Act, as applicable. As of December 31, 2025, non-qualifying assets totaled 14.4% of the Company's total assets. The Company relies on exemptive relief granted by the SEC to the Company, the Adviser and certain affiliates to co-invest with other funds, accounts and clients managed by the Adviser or its affiliates in a manner consistent with our investment objectives. The Company generally considers middle-market companies to consist of companies with $25 million to $250 million of earnings before interest, taxes, depreciation, and amortization, although the Company may from time to time invest in smaller companies and other instruments if the Adviser believes that the opportunity presents attractive investment characteristics and risk-adjusted returns.

During August 2025, the Company sold 30,501,210 of its Shares for aggregate consideration of $762.5 million (the "Initial Share Issuance"). The Initial Share Issuance was comprised of the $638 million of capital called from the Seed Investors, $0.6 million of capital allocation to the Seed Investors and $123.9 million of subscriptions from the Company's continuous public offering priced at $25.00 per share.