Fortress Net Lease REIT Share Sales Up 33.8% Since May, to $2.39 Billion; Investors Reach 9,186

Fortress Net Lease REIT, a non-traded real estate investment trust externally managed by FNLR Management LLC, an affiliate of Fortress Investment Group, reported $2,386,763,502 of shares sold to 9,186 investors in a Form D amendment filed November 3, 2026. Its previous amendment, filed May 19, reported $1,784,413,739 and 7,019 investors, so in five and a half months share sales rose $602.3 million (33.8%) and the investor count rose 2,167 (30.9%). The REIT sells its shares in a continuous private offering under Rule 506(b) to accredited investors and has filed a Form D amendment two or three times a year since its first sale on June 1, 2023.

What the filings show

The amendment lists the offering amount as indefinite, no non-accredited investors and no minimum investment. It names ten firms that receive sales compensation, including Fortress Wealth Solutions LLC and Fortress Capital Formation LLC, Morgan Stanley Smith Barney LLC, Raymond James & Associates, Inc., D.A. Davidson & Co. and Rockefeller Financial LLC. It reports $0 of sales commissions and explains that commissions are paid by investors directly to the intermediaries, in amounts the issuer says it cannot estimate.

The REIT's eight notices give the run of reported totals:

What the REIT's 10-Q adds

Fortress Net Lease REIT is a Maryland statutory trust formed in January 2023 that invests mainly in single-tenant net leased properties, where the tenant pays operating expenses, taxes and insurance. It registered its shares under the Exchange Act and files 10-Qs and 10-Ks, although the shares are sold privately and are not listed.

Its 10-Q for the quarter to June 30, 2026 reports $305.8 million of proceeds from share sales in the quarter and $478.3 million in the first half, including shares issued through its distribution reinvestment plan, and aggregate proceeds of $2.0 billion since inception at June 30. In the first half it repurchased $34.0 million of common shares and $15.9 million of Class A operating partnership units. Its subsequent-events note adds that after June 30 and before the 10-Q was filed in August it issued 16,502,330 shares for $174.2 million and repurchased 452,607 shares for $4.86 million. Shares are bought and repurchased at the prior month's NAV per share, which EA RESIG, LLC, a subsidiary of Eisner Advisory Group, calculates and the adviser reviews, under guidelines approved by the board.

Three measures of size

The Form D total, the 10-Q's cumulative proceeds and NAV measure different things. At June 30, 2026 the 10-Q reported about $2.0 billion of cumulative proceeds from share sales, including reinvested distributions, and a NAV of $2,027.3 million, which includes operating partnership units held by others and reflects property values, debt, repurchases and distributions since inception. The Form D figure is cumulative sales from June 2023 and is not reduced by repurchases. The three are not interchangeable, and none of them is net new money for a period. Between October 2025 and November 2026 the Form D total rose by $1.08 billion, more than the $802 million it rose in the year to October 2025.

What the filings do not show

A Form D does not separate new subscriptions from reinvested distributions, give share classes, or report repurchases. The 10-Q's subsequent-events figures run only to its filing in August 2026, so issuance and repurchases from then to November are not yet reported. Investor counts are the issuer's count of investors who have bought shares, not of current holders.