Item 3.02. Unregistered Sale of Equity Securities.
On August 15, 2024, Fortress Net Lease REIT (the "Company", "we" or "us") issued 32,937 Class E common shares to FNLR Management LLC, the Company's external manager (the "Adviser"), as payment for $332,473 of management fees. The price per share of the Class E common shares was equal to the net asset value ("NAV") per share of the Class E common shares as of June 30, 2024. The issuance of these shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereunder.