Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Senior Secured Revolving Credit Agreement
On September 17, 2026, Fortress Private Lending Fund (the “Company”), a Delaware statutory trust, entered into the First Amendment to Senior Secured Revolving Credit Agreement (the “Amendment”), which amends that certain Senior Secured Revolving Credit Agreement, dated as of August 5, 2025 (as amended by the Amendment, the “Credit Agreement” and the senior secured credit facility thereunder, the “Scotia Facility”), by and among the Company, as borrower, the lenders and issuing banks party thereto from, time to time, and The Bank of Nova Scotia, as administrative agent and, solely with respect to Section 5.11 thereof, as collateral agent.
The Amendment, among other things, (i) extends the revolver availability period from August 2029 to September 2030, (ii) extends the scheduled maturity date from August 2030 to September 2031, (iii) increases the maximum principal amount of the Scotia Facility from $400,000,000 to $500,000,000, (iv) increases the accordion provision to permit increases to a total facility amount of up to $1,000,000,000, (v) reduces the applicable margin for borrowings in term SOFR or the alternate base rate and (vi) resets the minimum shareholders’ equity test.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1. Capitalized terms used and not defined above have the applicable meanings set forth in the Amendment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Unregistered Securities.
During September 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 $25.8 million. The number of Shares to be issued was finalized on September 18, 2026. The purchase price per Share equaled the Company’s net asset value (“NAV”) per Share as of August 31, 2026. The offer and sale of the Shares was made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and other available exemptions from the registration requirements of the Securities Act to investors who are “accredited investors” within the meaning of Regulation D under the Securities Act.
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Date of Unregistered Sale |
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Amount of Shares |
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Total Consideration
(in thousands) |
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As of September 1, 2026 (number of Class I common shares finalized on September 18, 2026) |
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1,065,109 |
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$ |
25,770 |
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Item 8.01 Other Events.
Net Asset Value
The NAV per Share as of August 31, 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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August 31, 2026 |
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Class I |
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$ |
24.1947 |
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As of August 31, 2026, the Company’s aggregate NAV was approximately $1.1 billion, the fair value of its portfolio investments was approximately $2.0 billion, and there was approximately $886.7 million debt outstanding.
September Distribution
On September 18, 2026, the Company declared a distribution for the monthly earnings period of September 2026 on the Shares (the “September 2026 Distribution”) in the amount per Share set forth below:
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Share Class |
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Per Share Distribution |
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Class I |
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$ |
0.1834 |
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The distribution for the Shares is payable to shareholders of record as of the closing of business on September 30, 2026 and will be paid on or about October 22, 2026. The September 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