Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 29, 2026, FNLR OP LP, as borrower (the "Borrower"), Fortress Net Lease REIT, as guarantor (the "Company"), the other guarantors party thereto (together with the Company, the "Guarantors" and, collectively with the Borrower, the "Loan Parties"), entered into that certain Fifth Amendment to Credit Agreement (the "Fifth Amendment") with each lender party thereto and Bank of America, N.A., as administrative agent (the "Administrative Agent"), amending that certain Credit Agreement, initially dated August 13, 2024 and as most recently amended on November 20, 2025 (and as amended by the Fifth Amendment, the "Credit Agreement"), among the Loan Parties, the lenders party thereto and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning attributed to such terms in the Credit Agreement.

Pursuant to the Fifth Amendment, the aggregate principal amount of the Credit Facilities was increased from $1,650,000,000 to $1,800,000,000 in the form of (i) an increase in the aggregate commitments to the revolving credit facility from $1,347,500,000 to $1,475,000,000 (the "Revolving Credit Facility"), and (ii) an increase in the term loan facility from $302,500,000 to $325,000,000 (the "Term Loan Facility"; and together with the Revolving Credit Facility, collectively, the "Credit Facilities"). In addition, the Fifth Amendment (x) increased from 15% to 30% the cap on the Borrowing Base Value attributable to Borrowing Base Properties that have Commercial Net Leases with tenants that are retail branches of banks, credit unions, or other financial institutions, (y) updated the calculations of unused fee, and (z) clarified the lenders entitled to the unused fee. Old National Bank also joined as a new lender.

The foregoing description is only a summary of the material provisions of the Fifth Amendment and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and incorporated by reference herein.

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 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.