Fortress Private Lending Fund NAV $24.2145: Payout, Debt, Exit

Which Fortress fund this is

Fortress Private Lending Fund is a Delaware statutory trust formed on January 25, 2024. It elected to be regulated as a BDC on August 1, 2025, is externally managed by FPLF Management LLC and sells Class I shares to accredited investors under Regulation D. It is not Fortress Credit Realty Income Trust, which we cover here, and it is not a real estate fund: it lends to operating companies.

The October 22 filing

The Form 8-K filed October 22, 2026 carries the September 30 NAV and the shares sold on October 1. Sales are priced at the prior month-end NAV, so a buyer on October 1 paid $24.2145.

The 8-K rounds aggregate NAV to “approximately $1.1 billion”. We rebuild it: 47,534,664 shares outstanding on October 1 less the 592,007 sold that day is 46,942,657 shares at September 30, times $24.2145, is about $1,136.7 million (our arithmetic). The same method gives $1,108.4 million for August 31, and $911.1 million and $886.7 million of debt are 0.80 times each (our arithmetic). The method reproduces the 10-Q: 44,282,216 shares at $24.1828 is $1,070.9 million, the June 30 net assets. The 8-K also warns that its data are “based on management's preliminary determinations as of October 19, 2026” and that the 10-Q “may differ from this information, and any such differences may be material”.

Fourteen months of NAV, debt and payout

The September 2025 distribution is from the 10-Q for the third quarter of 2025, the November 2025 one from the 10-K. The yield is on amortized cost in the August and September 2025 notices and on fair value after that. The October 2025 sale was restated by an 8-K/A (0001193125-25-251084) that replaced the original 8-K (0001193125-25-249647).

The path has two parts. NAV fell $1.06 per share, 4.2%, from $25.01 on September 30, 2025 to $23.95 on February 28, 2026, then recovered to $24.2145 (our arithmetic). The distribution rose in steps from $0.1458 to $0.1834 over the same months. A share outstanding from August 2025 through September 2026 collected $2.3865 of distributions with record dates in those 14 months and lost $0.7855 of NAV from $25.00, a gain of $1.601 or 6.4% before reinvestment (our arithmetic). The 10-Q reports a total return of 2.4% for the first half of 2026.

Does the $0.1834 hold?

The fund says it “funds its cash distributions to Shareholders from any source of funds available to it”, including offering proceeds and Adviser expense support. In 2026 there was no expense support, but the Adviser waived $1.0 million of management fee for January 2026 under the six-month waiver that followed the BDC election. That waiver is over, so the first-half income includes one month of free management fee (our reading). The net increase in net assets from operations was $26.6 million in the first half, 60% of the distributions (our arithmetic), because of a $27.7 million net realized loss. Distributable earnings were an accumulated loss of $30.0 million at June 30, 2026, against $12.0 million at December 31, 2025. About 17% of first-half distributions, $7.6 million of $44.5 million, were reinvested through the distribution reinvestment plan, which is on by default (our arithmetic).

Yield bridge, second quarter of 2026 (our arithmetic, annualized, as a share of average net assets of $1,045.5 million, the mean of the opening and closing figures):

At 82.97% debt to net assets, each $1 of equity supports about $1.79 of loans at a 9.8% overall yield; the bridge shows how that becomes 9.5% after borrowing cost and fees. The cushion over the $0.1834 is thin: a drop of about 0.5 points in net investment income as a share of net assets would remove it (our arithmetic).

Leverage and funding

Total commitments were $1,150 million at December 31, 2025. The Scotiabank ABL commitments rose from $600 million to $950 million on June 17, 2026, and on September 17, 2026 the Scotiabank revolver was increased from $400 million to $500 million, with the maturity extended to September 2031 and a lower margin (Forms 8-K). The 10-Q reports an asset coverage ratio of 221% at June 30, 2026, 242% at March 31 and 405% at September 30, 2025; a BDC must keep at least 150%. Debt of $888.5 million against net assets of $1,070.9 million is 0.83 times (our arithmetic), and the fund had $182.8 million of unfunded investment commitments at June 30, against $113.3 million at December 31.

The funding pattern matters. Share sales were $121.5 million in January 2026 and have been $4.4 million to $25.8 million a month since May. Between December 31, 2025 and September 30, 2026 debt rose $253.6 million and our rebuilt NAV rose about $276.8 million, so borrowing supplied 48% of the growth in funding (our arithmetic), while the portfolio went from about $1.5 billion to about $2.0 billion (rounded in the 8-Ks). Since April 30, 2026 debt has risen $147.3 million, against $87.3 million of share sales from May through October (our arithmetic).

What the fund owns

Energy was 9.2% of fair value at December 31, 2025 and 12.1% at June 30, 2026; Software & Services fell from 9.5% to 5.9%. The book is 93.1% United States, 4.2% United Kingdom and 1.3% Canada. At June 30 first lien debt was $1,884.3 million of $1,919.1 million at fair value (98.2%), and the 10-Q says “all of our debt investments were current on their interest payments and no debt investments were set to non-accrual.” Credit has not been clean, though: in the second quarter the fund recorded a net realized loss of $26.8 million, which it ties to “a realized loss of approximately $22.7 million and offsetting reversal of unrealized losses” from a taxable debt restructuring. The 10-Q does not name the borrower. The next test is the third-quarter 10-Q.

The exit: one tender offer, almost no takers

On July 23, 2026 the fund filed its first Schedule TO-I, the only one on its CIK. The offer was for up to 2,214,111 shares, 5.0% of the 44,282,216 outstanding at June 30, at the July 31 NAV. The final amendment filed August 26 reports the result.

The offer was for up to 2,214,111 shares and 1,582.066 were tendered. That is 0.07% of the offer (our arithmetic), and the filings show no other request. With 1,140 record holders and sales still arriving, nothing has tested a queue. In a fund where sales have slowed from $121.5 million to $14.3 million a month, the question is how a 5% quarterly cap behaves if tenders rise; our tender results page shows how larger funds have handled that. No Schedule TO-I for the fourth quarter was on EDGAR on October 22, 2026.

Who owns the shares

These are not additive, because the dates and denominators differ. They show an anchor-investor launch: the first closing raised $762.5 million of the roughly $1.16 billion of sales in the 8-Ks (66%, our arithmetic). With 47,534,664 shares now outstanding, a holding unchanged since August 2025 would be a smaller share, for example the 7,207,424.40 Apollo-reported shares would be 15.2% (our arithmetic), but we have no later filing. The 13D says AP Fresco committed $165 million and MAPS Equity $15 million. Those holders can tender too; the offer does not say whether they intend to.

The tax wrapper changed

Before the BDC election the fund expected to be a partnership for tax purposes. The 10-K says the company “expects to make a RIC Election when it files its U.S. federal income tax return for the taxable year that begins, August 1, 2025”, so investors who bought from August 2025 are shareholders of a regulated investment company, not partners. The 10-K adds a risk specific to private placements: unless the fund is a publicly offered RIC, which includes having shares “held by at least 500 persons at all times during the taxable year”, an individual “will be treated as having received a dividend” of their share of the management and incentive fees, treated as a miscellaneous itemized deduction that is mostly disallowed. The fund says it anticipates qualifying. The first-half 2026 management and incentive fees were $13.0 million, or about $0.31 a share on 42.5 million weighted average shares (our arithmetic), so a holder of 100,000 shares would have about $30,000 of such income in six months if the test failed. We have not found the form on which the fund reports. Our K-1 versus 1099-DIV table lists an earlier, pre-election description. Ask the transfer agent which form to expect.

What a holder can do with this

• If you hold: watch three lines in the third-quarter 10-Q, probably in mid-November 2026 (the Q2 10-Q was filed August 11, the Q3 2025 10-Q November 12): net investment income per share against $0.5502, non-accruals, and debt against net assets. The NAV for October is due about the third week of November.
• If you want out: no offer is open on October 22, 2026. The last one closed with almost no requests, so it tells you little about a crowded quarter. Shares held under a year carry a 2.0% deduction.
• If you are comparing it with other private credit funds: put the 9.09% next to the NII coverage, not next to a headline yield. Our non-traded BDC list ranks all 66 funds on liabilities to net assets and distribution rate, and our private credit funds guide explains the structure. See also what a BDC is.
• Taxes: the RIC election and the fee rule above are the questions to take to a tax professional with your own numbers.

FAQ

All figures are from SEC EDGAR filings of Fortress Private Lending Fund (CIK 2012139) read on October 22, 2026: the Forms 8-K filed from August 20, 2025 to October 22, 2026 with NAV, share sales, distributions and credit facilities, the 10-K for 2025 filed March 27, 2026, the Forms 10-Q for June 30, 2025, September 30, 2025, March 31, 2026 and June 30, 2026, the Schedule TO-I of July 23, 2026 with its Offer to Purchase and the final amendment of August 26, 2026, the Schedule 13D of August 28, 2025 and the Schedules 13G of September 5, 2025, November 14, 2025 and April 7, 2026. Sums, changes, ratios and rebuilt NAV are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.