Item 3.02 Unregistered Sales of Unregistered Securities.
During March 2026, 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 $40.1 million. The number of Shares to be issued was finalized on March 27, 2026. The purchase price per Share equaled the Company’s net asset value (“NAV”) per Share as of February 28, 2026. The offer and sale of the Shares was made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and other available exemptions from the registration requirements of the Securities Act to investors who are “accredited investors” within the meaning of Regulation D under the Securities Act.
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Date of Unregistered Sale |
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Amount of Shares |
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Total Consideration
(in thousands) |
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As of March 1, 2026 (number of Class I common shares finalized on March 27, 2026) |
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1,672,638 |
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$ |
40,058 |
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Item 8.01 Other Events.
Net Asset Value
The NAV per Share as of February 28, 2026, 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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February 28, 2026 |
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Class I |
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$ |
23.95 |
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As of February 28, 2026, the Company’s aggregate NAV was approximately $976.3 million, the fair value of its portfolio investments was approximately $1.6 billion, and there was approximately $628.8 million debt outstanding.
March Distribution
On March 27, 2026, the Company declared a distribution for the monthly earnings period of March 2026 on the Shares (the “March 2026 Distribution”) in the amount per Share set forth below:
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Share Class |
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Per Share Distribution |
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Class I |
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$ |
0.1708 |
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The distribution for the Shares is payable to shareholders of record as of the closing of business on March 31, 2026 and will be paid on or about April 29, 2026. The March 2026 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 February 28, 2026, the Company's portfolio was approximately $1.6 billion based on fair market value across 84 portfolio companies and 20 industries. Based on fair value, the Company's portfolio consisted of approximately 98.1% first lien, floating rate debt investments. The Company's portfolio’s directly originated debt investments had a median EBITDA of $80.8 million, a weighted average net loan-to-value and interest coverage of 44.8% and of 2.9x, respectively. The weighted average yield at fair market value of directly originated debt investments was 10.0% and the weighted average yield at fair market value of the overall portfolio was 9.8%.
The information presented above is based on management's preliminary determinations as of March 27, 2026. Consequently, the data set forth in our subsequent Form 10-Q, which will include financial statements for the quarter ended March 31, 2026, may differ from this information, and any such differences may be material. In addition, the information presented above does not include all of the information regarding our financial condition and results of operations that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above.
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 42,205,252 Shares for aggregate consideration of $1.1 billion. The Shares issued amount does not include Shares issued through the Company’s distribution reinvestment plan.