Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in the section entitled "Item 1A. Risk Factors" of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on March 27, 2026 (the "2025 Annual Report").

Overview

Fortress Private Lending Fund (the "Company") is a Delaware statutory trust formed on January 25, 2024. The Company is a "perpetual-life", externally managed, non-diversified, closed-end management investment company that elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"), on August 1, 2025 (the "BDC Election"). Prior to the BDC Election, the Company conducted its investment activities and operations in reliance on an exemption from the definition of "investment company" under Section 3(c)(7) of the 1940 Act.

For U.S. federal income tax purposes, beginning with the tax year ending December 31, 2025, the Company has elected to be treated, and the Company intends to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), effective August 1, 2025. As a BDC and a RIC, the Company is required to comply with certain regulatory requirements.

The Company is managed by FPLF Management LLC (in its capacity as investment adviser, the "Adviser"), an indirect subsidiary of Fortress Investment Group LLC ("Fortress"), which provides management services to the Company pursuant to an amended and restated investment advisory agreement, dated February 10, 2025, between the Adviser and the Company (the "Investment Advisory Agreement"). See further discussion in Note 3 - "Related Party Transactions and Agreements" to our consolidated financial statements. Subject to the overall supervision of the Board of Trustees (the "Board"), the Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring the Company's investments and monitoring its portfolio on an ongoing basis through a team of investment professionals. The Adviser is registered as an investment adviser with the SEC.

FPLF Management LLC (in its capacity as administrator, the "Administrator"), may delegate any of its obligations under the amended and restated administration agreement, dated February 10, 2025, between the Administrator and the Company (the "Administration Agreement") to an affiliate or to a third-party to assist in the provision of administrative services (a "Sub-Administrator"). The Sub-Administrator will receive compensation for its services under a sub-administrative agreement. The Sub-Administrator receives fees, plus out-of-pocket expenses, based on the nature and extent of services provided. The Administrator has retained SEI Global Services, Inc. as the Sub-Administrator to provide administrative and accounting services.

The Company's investment objectives and strategies are to generate current income and, to a lesser extent, capital appreciation, primarily by investing in U.S. middle-market companies through the direct origination or acquisition of first lien senior secured loans (including "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and, to a lesser extent, second lien senior secured loans. The investment portfolio may also include other interests such as corporate bonds, common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution. While most of the Company's investments will be in private U.S. companies (subject to compliance with BDC regulatory requirements to invest at least 70% of the Company's assets in "qualifying assets", as defined in Section 55(a) of the 1940 Act), the Company may invest up to 30% of its portfolio in non-qualifying assets, including companies located outside of the U.S., entities that are operating pursuant to certain exceptions under the 1940 Act, as applicable, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the 1940 Act, as applicable. As of September 30, 2026, non-qualifying assets totaled 13.6% of the Company's total assets. The Company relies on exemptive relief granted by the SEC to the Company, the Adviser and certain affiliates to co-invest with other funds, accounts and clients managed by the Adviser or its affiliates in a manner consistent with our investment objectives. The Company generally considers middle-market companies to consist of companies with $25 million to $250 million of earnings before interest, taxes, depreciation, and amortization, although the Company may from time to time invest in smaller companies and other instruments if the Adviser believes that the opportunity presents attractive investment characteristics and risk-adjusted returns.

The Company's investments will consist primarily of first lien debt and may be accompanied by junior debt and/or equity or equity-related investments, including common stock, preferred stock, securities convertible into common stock and/or warrants. The Company's investments are expected to have the potential to achieve significant investment income and, to a lesser extent, capital appreciation. These investments will generally have maturities of three to eight years; however, there is no limit on the maturity or duration of any security the Company may hold in its portfolio. Loans and securities purchased in the secondary market will generally have shorter remaining terms to maturity than directly originated investments.

The Company expects that most of its debt investments will be unrated. When rated by a nationally recognized statistical ratings organization, the Company expects that its debt investments will generally carry a rating below investment grade (rated lower than "Baa3" by Moody's Investors Service, Inc. or lower than "BBB-" by S&P Global Ratings), which is often referred to as "junk" or "high yield." These "junk" or "high yield" securities have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.

The Company's investment strategy has, and is expected to continue to, benefit from Fortress's reputation and ability to transact in scale with speed and certainty and its long-standing and extensive relationships with private equity firms as well as direct borrowers that require attractive financing for their transactions.

In addition, the Company may, in the sole discretion of the Adviser, pursue investments outside of the categories described above to take advantage of prevailing market conditions.

Market Conditions and Trends

The persistence of elevated inflation and uncertainty surrounding interest rates, in conjunction with geopolitical instability (including the conflict between Russia and Ukraine and the conflict in the Middle East, including between the U.S. and Iran and other developing conflicts), and limited visibility into future capital availability continued to weigh on industry deal activity and market valuations.

We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment. It remains difficult to predict the ultimate effects of these events on the financial markets, overall economy, and our financial statements. See "Item 1A. Risk Factors-Risks Related to Our Business and Structure" in our 2025 Annual Report.

Recent Developments

Subscriptions

The Company received proceeds from the issuance of Shares in the amounts set forth in the table below:

Distributions

The Company declared distributions on Class I Shares (as defined below) set forth in the table below:

Investor Commitments

As of November 10, 2026, the Company had $29.6 million of unfunded capital commitments.

Except as previously reported by the Company on its current reports on Form 8-K, the Company did not sell any securities during the period covered by this Form 10-Q that were not registered under the Securities Act.

Portfolio and Investment Activity

Our investment activity for the three months ended September 30, 2026 is presented below.

1Includes both funded and unfunded commitments.

2Of these new investments, we funded approximately $115.5 million for the three months ended September 30, 2026.

3Includes scheduled paydowns

4 "Weighted average yield" is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount or premium earned on the relevant accruing investments, divided by (b) the total accruing investments at amortized cost or fair value, as applicable.

The table below presents the Company's investments at amortized cost and fair value as of September 30, 2026 expressed in thousands:

As of September 30, 2026, the Company's portfolio was approximately $2.0 billion based on fair market value across 103 portfolio companies and 22 industries. Based on fair value, the Company's portfolio consisted of approximately 98.3% first lien, 99.9% floating rate debt investments. The Company's portfolio's directly originated debt investments had a median EBITDA of $86.1 million, a weighted average net loan-to-value of 45.8% and interest coverage of 2.8x. The weighted average yield at fair market value of directly originated debt investments was 10.3% and the weighted average yield at fair market value of the overall portfolio was 10.1%.

As of September 30, 2026, all of our debt investments were current on their interest payments and no debt investments were set to non-accrual.

The Adviser has a highly coordinated and robust asset management and portfolio monitoring process, which involves frequent contact with borrowers, loan agents and other counterparties in order to ascertain a fundamental understanding of collateral value, cash flows and related risks. The Adviser's portfolio management process entails frequent bottom-up analysis focused on understanding collateral value, cash flows and related risks. This assessment, as well as valuation generally, incorporates both internal and external reviews by independent consultants, bankers and/or advisors. The Adviser will routinely conduct dialogue with borrowers, management teams and industry experts in order to obtain not only an accurate depiction of the borrower's current financial condition but also the health and continuity of its day-to-day operations. This subsequently entails monthly and quarterly compliance tests of financial covenants and collateral performance at the investment level, in addition to a comparison to budgeted assumptions. This, along with other counterparty datapoints, allows Fortress to proactively identify issues and concerns and formulate action plans to mitigate risk if necessary. In the event a problem arises, these monitoring efforts serve as a catalyst to mitigate risks, manage desired outcomes and enhance economics. The Adviser believes that Fortress has differentiated in-house workout and restructuring capabilities and looks to actively participate in restructuring processes in order to maximize recoveries.

As part of the monitoring process, our Adviser has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of our investments and rates each of them based on the following categories, which we refer to as "Internal Risk Ratings." Pursuant to these risk policies, an Internal Risk Rating of 1 to 4, which ratings are defined below, is assigned to each investment in our portfolio. Key drivers of internal risk ratings include financial metrics, financial covenants, liquidity and enterprise value coverage.

Internal Risk Ratings Definitions

Our Adviser monitors and, when appropriate, changes the risk ratings assigned to each investment in our portfolio. Our Adviser reviews our investment ratings in connection with our quarterly valuation process. Our internal risk ratings are defined as follows:

1) The borrower is performing above the underwritten range of expectations, and the trends and risk factors of a particular investment since origination / acquisition, are generally favorable.

2) The borrower is generally performing within the expected range of likely outcomes underwritten prior to origination / acquisition of the investment, and the risk factors impacting our ability to recoup the cost basis of our investment are neutral. All new investments are initially assessed a rating of 2.

3) The borrower is performing below our range of expectations. The risk we do not recoup the cost basis of our investment has increased materially since origination / acquisition. The borrower may be or is increasingly likely to be out of compliance with debt covenants; however, debt service payments are generally not more than 120 days past due.

4) It is unlikely that we will fully recoup our cost basis, and in some cases, we may realize a substantial loss of principal upon exit. The borrower is likely out of compliance with one or more debt covenants. Debt service payments are likely to be substantially delinquent (more than 120 days past due).

Our Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, the Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The table below presents the composition of our portfolio on the 1 to 4 rating scale as of September 30, 2026:

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 2026, we had no non-accrual debt investments.

Emerging Growth Company Status

We are and will remain an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the Securities Act, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Shares that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. For so long as we remain an "emerging growth company" we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"). We cannot predict if investors will find our Shares less attractive because we may rely on some or all of these exemptions. Also, because we are not a large accelerated filer or an accelerated filer under Rule 12b-2 of the Exchange Act, and will not be for so long as our Shares are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once we are no longer an emerging growth company.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates.

Basis of Presentation

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results may ultimately differ materially from those estimates.

Income

We generate current income and, to a lesser extent, capital appreciation, primarily by investing in U.S. middle-market companies through the direct origination or acquisition of first lien senior secured loans (including "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and, to a lesser extent, second lien senior secured loans.

Expenses

The services of all investment professionals of our Adviser and its staff, when and to the extent engaged in providing investment advisory services to us and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by our Adviser. Under the Investment Advisory Agreement, we bear all other costs and expenses of our operations and transactions.

From time to time, our Adviser, our Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse our Adviser, our Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, our Adviser or our Administrator may defer or waive fees and/or rights to be reimbursed for expenses.

Results of Operations

The following tables set forth the results of our operations for the three and nine months ended September 30, 2026 and 2025.

Income

Interest income (including payment-in-kind interest income) is derived from our investment portfolio and also includes other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns.

Other income consists of fees received during the life of the investment such as commitment fees, letter of credit fees and amendment fees. The upfront fees received in connection with investments that are deemed to be an adjustment to yield are capitalized and amortized over the term of the investment.

For the three and nine months ended September 30, 2026 and 2025, total investment income increased $33.2 million and $114.7 million, respectively. Our investment portfolio increased as a result of continued execution of the Adviser's investment strategy.

Expenses

The Company will reimburse the Adviser for its costs, expenses and our allocable portion of compensation of the Administrator's personnel and overhead pursuant to the Administration Agreement. Interest expense relates to cost of borrowing on our debt facilities. In addition, management and incentive fees due to the Adviser per the Investment Advisory Agreement are accrued monthly and paid quarterly. The Company will bear expenses relating to the organization of the Company which include the cost of regulatory compliance, formation, including legal fees related to the creation and organization of the Company and its organizational documents, as well as its BDC Election.

For the three and nine months ended September 30, 2026 and 2025, total operating expenses increased $15.2 million and $48.8 million, respectively, primarily attributable to an increase in interest expense associated with borrowings under our outstanding credit facilities and as the Company continued to grow its investment operations, an increase in associated fees due to the Adviser, given the larger fee base as compared period over period, offset by the decrease in organization costs period over period.

Management fees and investment income incentive fees increased when compared against prior nine month period as the Company had only just commenced investment operations in the first fiscal quarter of 2025.

Expense Support/ Reimbursement and Fee Waivers

Per the Expense Support Agreement, the Adviser may elect to pay certain of our expenses (including organization costs) on the Company's behalf. Additionally, the Adviser can elect to waive management and incentive fees. Furthermore, the Adviser has agreed to waive the management fee for (i) the period prior to the BDC Election, and (ii) the 6-month period following the date of the first closing following the BDC Election.

For the three and nine months ended September 30, 2026, net operating expenses increased $17.9 million and $53.1 million, respectively. Since inception, the Adviser has elected to pay certain organization costs under the Expense Support Agreement. As noted above, the management fee waiver for the current nine month period is representative of fees related to January 2026, which was subject to the Initial Fee Waiver.

Net Realized and Unrealized Gain (Loss) on Investments

For the three and nine months ended September 30, 2026, total net realized and net change in unrealized gain (loss) increased $2.5 million and decreased $18.1 million, respectively. For the nine months ended September 30, 2026, total net realized gain (loss) included a realized loss of approximately $22.7 million and offsetting reversal of unrealized losses, resulting in unrealized gains, due to a taxable debt restructuring.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from (i) the net proceeds received from the Offering, (ii) cash flows from our operations and (iii) proceeds from our debt facilities. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Shareholders, we may from time to time enter into one or more additional credit facilities including revolving credit facilities, increase the size of an existing credit facility or issue additional senior securities. In accordance with the 1940 Act, with certain limited exceptions, as a BDC, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, our asset coverage ratio is at least 150%. Any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As of September 30, 2026, the Company's asset coverage ratio was 225%.

In addition, we may raise capital from future offerings of our debt or equity securities, and any financing arrangements we may enter into in the future, including by securitizing certain of our investments, including through the formation of one or more collateralized loan obligations or warehouse facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity to purchasers on a non-recourse or limited basis.

Our primary uses of cash are for (i) investments in portfolio companies and other investments, (ii) the cost of operations (including paying our Adviser and Administrator, as applicable), (iii) the cost of any borrowings or other financing arrangements and (iv) cash distributions to the holders of our Shares. We believe that our current cash and cash equivalents on hand and our anticipated cash flows from operations will be adequate to meet the needs of our operations for at least the next twelve months.

The table below presents outstanding debt obligations as of September 30, 2026:

1The amount available may be subject to limitations related to each credit facility's borrowing base.

Scotiabank Revolving Credit Facility

On August 5, 2025, the Company, as borrower, entered into a Senior Secured Revolving Credit Agreement (the "Scotiabank Revolving Credit Agreement"), by and among the Company, the lenders and issuing banks party thereto from time to time and The Bank of Nova Scotia ("Scotiabank"), as administrative agent, which provides for a senior secured revolving credit facility (the "Scotiabank Revolving Credit Facility") with a total commitment of $400 million, which includes a $50 million sublimit for swingline loans and a $30 million sublimit for the issuance of letters of credit. The Company may request an increase to the commitment up to $800 million to the extent the lenders (existing and new lenders) agree to provide the additional commitment. The scheduled maturity date of the Scotiabank Revolving Credit Facility is August 5, 2030 (the availability period under the Scotiabank Revolving Credit Facility will terminate on August 3, 2029). The Scotiabank Revolving Credit Facility can be drawn upon, at the discretion of the Company, for general corporate purposes, including the funding of portfolio investments. The Company may borrow amounts in U.S. dollars or certain other permitted currencies.

On September 17, 2026, the Company entered into the First Amendment to Senior Secured Revolving Credit Agreement (the "Scotiabank Amendment"), which amends the Scotiabank Revolving Credit Agreement. The Scotiabank 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 Scotiabank Revolving Credit Facility from $400 million to $500 million, (iv) increases the accordion provision to permit increases to a total facility amount of up to $1.0 billion, (v) reduces the applicable margin for borrowings in Term SOFR or the Alternate Base Rate and (vi) resets the minimum Shareholders' equity test.

The interest rate under the Scotiabank Revolving Credit Facility is either Daily Simple RFR, Term SOFR (or other term benchmark rate) or Alternate Base Rate (defined as the greater of (a) zero and (b) the highest of (i) the prime rate as last quoted by The Wall Street Journal, (ii) the federal funds effective rate for such day plus 0.5% and (iii) the rate per annum equal to Term SOFR plus 1.00%) plus an applicable margin equal to (I) (a) if the gross borrowing base (as of the most recently delivered borrowing base certificate delivered under the Scotiabank Revolving Credit Agreement) is less than 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 0.950% per annum and (ii) with respect to any Term SOFR, other term benchmark or Daily Simple RFR Loan, 1.950% per annum; or (b) if the gross borrowing base (as of the most recently delivered borrowing base certificate delivered under the Scotiabank Revolving Credit Agreement) is greater than or equal to 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 0.825% per annum and (ii) with respect to any Term SOFR, other term benchmark or Daily Simple RFR Loan, 1.825% per annum. The Company will also pay a fee of 0.325% on average daily undrawn amounts under the Scotiabank Revolving Credit Facility.

The Scotiabank Revolving Credit Agreement includes financial and other affirmative and negative covenants, events of default and remedies typical for this type of credit facility, including certain limitations on the incurrence of additional indebtedness, ability to make Restricted Payments (as defined in the Scotiabank Revolving Credit Agreement), transactions with Affiliates (as defined in the Scotiabank Revolving Credit Agreement) and certain financial covenants related to the Company's asset coverage ratio and minimum Shareholders' equity and other maintenance covenants.

The obligations of the Company pursuant to the Scotiabank Revolving Credit Agreement are secured by a first-priority security interest in substantially all of the assets of the Company (not pledged to other facilities).

BAML ABL Credit Facility

On September 29, 2025, the Company, (through wholly owned subsidiaries FPLF BA Holdings Finance LLC, as borrower and FPLF BA Holdings Finance CM LLC, as servicer) entered into a Credit Agreement (the "BAML ABL Credit Agreement") with Bank of America, N.A., as administrative agent and each of the lenders from time to time party thereto, which provides for a revolving credit facility (the "BAML ABL Credit Facility") with a total commitment of $150 million. On March 29, 2026, the total commitment increased to $300 million. The scheduled maturity date of the BAML ABL Credit Facility is September 29, 2028. Borrowings under the BAML ABL Credit Agreement may take the form of base rate loans, SOFR loans, alternative currency daily rate loans, alternative currency term rate loans or Canadian prime rate loans.

Base rate loans will bear interest at a rate per annum equal to (A) the Base Rate plus (B) 1.40% per annum. SOFR loans will bear interest at a rate per annum equal to (A) Daily SOFR plus (B) 1.40% per annum. Alternative currency daily rate loans will bear interest at a rate per annum equal to (A) the Alternative Currency Daily Rate plus (B) 1.40% per annum. Alternative currency term rate loans will bear interest at a rate per annum equal to (A) the Alternative Currency Term Rate plus (B) 1.40% per annum. Canadian prime rate loans will bear interest at a rate per annum equal to (A) the Canadian Prime Rate plus (B) 1.40% per annum.

The BAML ABL Credit Agreement includes financial and other affirmative and negative covenants, events of default and remedies typical for this type of credit facility, including certain limitations on the incurrence of additional indebtedness, ability to make Restricted Payments, transactions with Affiliates and certain financial covenants related to the Company's borrowing base and interest coverage ratio.

The obligations of the Company pursuant to the BAML ABL Credit Agreement are secured by a first-priority security interest in certain assets of the Company (not pledged to other facilities).

Scotiabank ABL Credit Facility

On November 7, 2025, the Company and its direct or indirect wholly owned subsidiaries, FPLF NS Holdings Finance LLC (the "NS Borrower") and FPLF NS Holdings Finance DAC (the "Subsidiary Guarantor" and together with the NS Borrower, each a "Loan Party" and collectively, the "Loan Parties"), entered into a Credit Agreement (the "Scotiabank ABL Credit Agreement") with Scotiabank, as initial lender and administrative agent (in its capacity as administrative agent, the "Administrative Agent"), U.S. Bank Trust Company, National Association, as collateral agent (the "Collateral Agent"), U.S. Bank National Association, as custodian (the "Custodian"), FPLF NS Holdings Finance CM LLC, as servicer (the "Servicer"), and each of the lenders party thereto (the "Lenders"), which provides for a revolving and term loan credit facility (the "Scotiabank ABL Credit Facility") with a total commitment of $600 million. The scheduled maturity date of the Scotiabank ABL Credit Facility is November 7, 2034 (the reinvestment period ends May 7, 2028). The Scotiabank ABL Credit Facility will be used to finance the acquisition of certain loans, participation interests and other assets, expected to predominantly consist of U.S. middle-market commercial loans.

On May 13, 2026, the Company and the Loan Parties entered into Amendment No. 2 to Credit Agreement ("Amendment No. 2") to the Scotiabank ABL Credit Agreement and Scotiabank ABL Credit Facility, by and among Scotiabank, as initial lender and Administrative Agent, the Collateral Agent, the Custodian, the Servicer, and the Lenders.

Pursuant to Amendment No. 2, among other things, AXA IM Private Financing II Designated Activity Company ("AXA") was joined as an additional Lender under the Scotiabank ABL Credit Agreement. In connection with Amendment No. 2, Scotiabank assigned 25% of its revolving commitment and outstanding revolving loans under the Scotiabank ABL Credit Facility to AXA such that, as of the date of Amendment No. 2, the Lenders under the Scotiabank ABL Credit Agreement are Scotiabank and AXA.

In connection with AXA's joinder under the Scotiabank ABL Credit Agreement, Amendment No. 2 provides for an Event of Default triggered upon a performance default or breach by the Company, as Retention Provider under the EU/UK Retention Letter in any material respect for purposes of European risk retention compliance by AXA (or certain of its affiliates that may become Lenders) (a "Retention Letter Default"), subject to a cure period. If not cured, the Retention Letter Default permits or requires certain reductions of commitments and prepayments by the NS Borrower with respect to AXA, subject to the terms and conditions of the Scotiabank ABL Credit Agreement. Amendment No. 2 also provided for certain amendments required by S&P in connection with obtaining a rating from S&P of the loan tranches under the Scotiabank ABL Credit Facility.

In addition, Amendment No. 2 (i) amended the terms and conditions for funding Future Funding Reserve Accounts (as defined in the Scotiabank ABL Credit Agreement), (ii) increased the aggregate principal of Swingline Loans from $25 million to $75 million and increased the number of Swingline Loans in any month, (iii) added a Portfolio Advance Rate Test requirement to the payment of Permitted RIC Distributions, (iv) removed certain Concentration Limitation requirements, (v) removed certain conditions on Eligible Investments, (vi) changed the Originator Requirement, (vii) amended the Reinvestment Period to require that any extension is subject to the satisfaction of the Rating Condition and consent of all the Lenders (rather than only Majority Lenders), in addition to consent of the Administrative Agent and (viii) modified certain other definitions, including S&P Rating.

On June 17, 2026, the Company and the Loan Parties entered into Amendment No. 3 to Credit Agreement ("Amendment No. 3") to the Scotiabank ABL Credit Agreement and Scotiabank ABL Credit Facility, by and among Scotiabank, as initial lender and administrative agent, U.S. Bank Trust Company, National Association, as collateral agent, U.S. Bank National Association, as custodian, FPLF NS Holdings Finance CM LLC, as servicer, and each of the lenders party thereto.

Pursuant to Amendment No. 3, among other things, the maximum aggregate commitment of the Scotiabank ABL Credit Facility was increased from $600 million to $950 million and the definition of applicable margin was adjusted.

The obligations of the Company pursuant to the Scotiabank ABL Credit Agreement are secured by a first-priority perfected lien on, and security interest in, certain assets of the Company (not pledged to other facilities).

Borrowings under the Scotiabank ABL Credit Agreement will bear interest at a rate per annum equal to the Applicable Rate based upon the Alternate Base Rate defined in said agreement. Generally, the Applicable Rate is calculated to include an applicable margin above the applicable Benchmark, which applicable margin equals (x) prior to and including the last day of the Reinvestment Period, 1.85% per annum and (y) on any day after the end of the last day of the Reinvestment Period, 2.35% per annum.

Equity Capital Activities

The Company intends to continue holding monthly closings in connection with the Offering, in which the Company will issue Shares to investors for immediate cash investment. Each of the Company's closings in connection with the Offering will be conducted in reliance on exemptions from the registration requirements of the Securities Act, including the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and other exemptions from the registration requirements of the Securities Act. The Company reserves the right to conduct additional offerings of securities in the future in addition to the Offering. Moreover, although the Company intends to issue Shares on a monthly basis, the Company retains the right, if determined by it in its sole discretion, to accept subscriptions and issue Shares, in amounts to be determined by the Company, more or less frequently to one or more investors for regulatory, tax or other reasons.

Class I Shares are not subject to upfront selling commissions or annual ongoing shareholder servicing fees. However, if investors buy Class S or Class D shares through certain participating broker-dealers, such participating broker-dealers may directly charge such investors transaction or other fees, including upfront placement fees or commissions, in such amounts as they may determine, provided that such participating broker-dealers limit such charges to a 3.5% cap on the net asset value for Class S shares and up to a 2.0% cap on the net asset value for Class D shares. In addition, pursuant to the Distribution and Shareholder Servicing Plan, Class S and Class D shares pay a shareholder servicing and/or distribution fee at an annual rate of 0.85% and 0.25%, respectively, based on the aggregate net assets of the Company attributable to that class.

We may continue to allow certain investors to fund their investment in the Company over time through drawdowns of their capital commitments in lieu of fully funding their investment on the date their subscription agreement is accepted by the Company. With respect to unfunded capital commitments, we will draw down on such commitments over time, on an as-needed basis by delivering a drawdown

notice to each investor. All purchases of Shares pursuant to the capital commitments will generally be made pro rata in accordance with remaining capital commitments of all investors at a per Share price equal to NAV per Share as of the previous month close.

Capital Activity

The table below summarizes the Shares issued and net proceeds during the following periods:

As of September 30, 2026 and November 10, 2026, the Company had $29.6 million and $29.6 million of unfunded capital commitments, respectively.

Net Asset Value

Pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as its "Valuation Designee", which includes calculating the net asset value per share.

The Company issues Shares at the net asset value per share, determined monthly by dividing the value of total assets minus liabilities by the total number of Shares outstanding at the respective month end. The Company will determine NAV for our Shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. The below table details net asset value per Share for the period ending September 30, 2026:

As of October 1, 2026 the Company's NAV per Share was $24.21.

Distributions

The Company intends to declare monthly distribution amounts per share of beneficial interest, payable monthly in arrears. To the extent the Company's taxable earnings fall below the total amount of its distributions for any given fiscal year, a portion of those distributions may be deemed to be a return of capital to Shareholders for U.S. federal income tax purposes.

The following tables summarize the Company's Class I distributions with a record date during the following periods:

The Company funds its cash distributions to Shareholders from any source of funds available to it, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Distribution Reinvestment Plan

The Board approved the distribution reinvestment plan ("DRIP") on July 14, 2025. The DRIP provides for reinvestment of any cash distributions on behalf of Shareholders who have enrolled in the DRIP. Shareholders who have enrolled in the DRIP will have their cash distribution automatically reinvested in additional Shares, rather than receiving the cash distribution.

The following table summarizes the Company's distributions reinvested for the period ended September 30, 2026:

Share Repurchase Program

At the discretion of the Board, the Company has commenced a share repurchase program in which the Company intends to offer to repurchase up to 5% of its Shares outstanding (either by number of Shares or aggregate net asset value) in each quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the Company's best interest and the best interest of the Shareholders. The Company will conduct any such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act, with the terms of such tender offer published in a tender offer statement to be sent to all Shareholders and filed with the SEC on Schedule TO. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase program, to the extent the Company offers to repurchase Shares in any particular quarter, the Company expects to repurchase Shares pursuant to tender offers using a purchase price equal to the net asset value per share as of the last calendar day of the applicable month designated by the Board, less 2.0% from such net asset value for Shares that have not been outstanding for at least one year (the "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the repurchase date. Shares tendered for repurchase will be treated as having been repurchased on a "first in-first

out" basis. The Early Repurchase Deduction will not apply to Shares acquired through the DRIP. The Early Repurchase Deduction will apply uniformly to all Shares regardless of class. The Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of a Shareholder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold our Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a Shareholder's Shares are repurchased because the Shareholder has failed to maintain the minimum account balance, if any. The Early Repurchase Deduction may also be waived when required by law, regulation, or similar requirement and in other circumstances where the Board determines that doing so is in the best interests of the Company. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining Shareholders. In the event the amount of Shares tendered exceeds the repurchase offer amount, Shares will be repurchased on a pro rata basis.

The following table summarizes the Company's share repurchases recorded during the nine months ended September 30, 2026:

1Percentage is based on total shares outstanding as of the close of business on the last calendar day of the month preceding the applicable repurchase pricing date.

2All repurchase requests were satisfied in full.

3Amounts shown net of Early Repurchase Deduction.

Amended and Restated Dealer Manager Agreement and Form of Participating Broker-Dealer Agreement

On May 11, 2026, the Company and Fortress Wealth Solutions LLC, as dealer manager for the Shares ("FWS"), entered into the Amended and Restated Dealer Manager Agreement (the "A&R Dealer Manager Agreement"). The A&R Dealer Manager Agreement amends and restates in its entirety the existing Dealer Manager Agreement, by and between the Company and FWS, to reflect the ability of the Company to sell multiple classes of its Shares.

On May 11, 2026, the Board approved an updated form of Participating Broker-Dealer Agreement, to be entered into by and between FWS and any participating broker-dealers party thereto, pursuant to which such participating broker-dealers are permitted to sell various classes of the Company's Shares.

Multiple Class Plan

On May 11, 2026, the Company adopted a multiple class plan (the "Multiple Class Plan") pursuant to Rule 18f-3 under the 1940 Act. Pursuant to the Multiple Class Plan, the Company is authorized to issue three classes of its Shares: Class S Shares (the "Class S Shares"), Class D Shares (the "Class D Shares") and Class I Shares (the "Class I Shares"). As of November 10, 2026, the Company has not issued any Class S Shares or Class D Shares.

Distribution and Shareholder Servicing Plan

On May 11, 2026, the Company adopted a Distribution and Shareholder Servicing Plan (the "Distribution and Shareholder Servicing Plan") pursuant to Rule 12b-1 under the 1940 Act with respect to the Class S Shares and Class D Shares. Pursuant to the Distribution and Shareholder Servicing Plan, Class S and Class D shares pay a shareholder servicing and/or distribution fee at an annual rate of 0.85% and 0.25%, respectively, based on the aggregate net assets of the Company attributable to that class. The Distribution and Shareholder Servicing Plan provides that no such fees shall be paid with respect to Class I Shares.

Off-Balance Sheet Arrangement

In the ordinary course of our business, we enter into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. As of September 30, 2026, no accrual had been made in the consolidated financial statements for any such exposure.

We currently are and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.

As of September 30, 2026, the Company had unfunded commitments to investments of approximately $183.7 million, of which, $134.5 million related to delayed draw term loans and $49.2 million related to revolving credit facilities. Not all unfunded commitments stated are eligible to be drawn due to limitations under the respective borrower credit agreements.

Investments in forward foreign currency contracts subject the Company to off-balance sheet market risk, where future changes in foreign currency rates may cause the fair value to differ from the amount recognized in the Consolidated Statement of Financial Condition. The below table details the Company's current positions expressed in thousands as of September 30, 2026:

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

The Company, the Adviser and certain of their affiliates received an exemptive order from the SEC that permits the Company, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions (the "Co-Investment Exemptive Order"). Co-investments made under the Co-Investment Exemptive Order will be subject to compliance with certain conditions and other requirements, which could limit our ability to participate in a co-investment transaction.

Critical Accounting Estimates

The preparation of our financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. The critical accounting estimates should be read in conjunction with "Item 1A. Risk Factors." See our consolidated financial statements that are included elsewhere in this Form 10-Q for more information on critical accounting policies.

Fair Value Measurements

Investments held by the Company are valued in accordance with the provisions of ASC 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"). ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosure of fair value measurements. Assets and liabilities recorded at fair value are classified and disclosed based upon a fair value hierarchy as described below. The fair value hierarchy prioritizes and ranks the levels of observability of inputs used in measuring investments at fair value. The observability of inputs is impacted by multiple factors, including the type of investment and the characteristics specific to the investment. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. Levels are based on the lowest level of significant input to valuation.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1 - price quotes (unadjusted) for identical assets or liabilities that are available in active markets to which the Company has access to at the measurement date. The Company classifies unrestricted securities listed in active markets as Level 1. The Company does not adjust the quoted price for these assets or liabilities, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level 2 - pricing inputs, other than quoted prices included within Level 1, which are directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets (including actionable bids from third parties for privately held assets or liabilities), and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivative contracts or other assets or liabilities. The Company classifies swaps and forward foreign currency contracts with observable inputs as Level 2.

Level 3 - unobservable inputs for the asset or liability are used where there is little, if any, market activity for the asset or liability at the measurement date and is based upon the Adviser's or third-party's assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private or real estate companies or assets valued using the market and/or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, discount rates, interest rate volatility, recovery rates, multiple on invested capital ("MOIC") and market multiples, such as TEV/EBITDA multiples. Valuations based upon information from third parties, such as broker quotes and third-party valuation services, in consultation with management, which are based significantly on unobservable inputs or are

otherwise not supportable as Level 2 inputs are classified as Level 3. Level 3 investments also include certain investments in affiliates whereby the underlying investments within the affiliated entities can be classified under Level 1, 2 or 3.

The Company follows ASC 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities ("ASC 825-10"), which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of our choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. We have not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value.

Recent Accounting Pronouncements

See "Notes to Consolidated Financial Statements-2. Summary of Significant Accounting Policies" for a discussion concerning recent accounting pronouncements.