Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 15, 2026, New Mountain Net Lease Trust, a Maryland statutory trust (the "Company"), entered into a Purchase Agreement (the "Purchase Agreement") with New Mountain Net Lease Partners II, L.P. ("NMNL II"), a Delaware limited partnership and private investment vehicle managed by an affiliate of New Mountain Finance Advisers, L.L.C., the Company's investment adviser. Pursuant to the terms of the Purchase Agreement, the Company agreed to directly or indirectly acquire 100% of NMNL II's assets (the "Portfolio") through one or more mergers, asset acquisitions and/or other transactions, or any combination thereof (collectively, the "Transaction"), for a gross purchase price (excluding closing costs) equal to approximately $2.4 billion (the "Purchase Price"). The Portfolio is comprised of over 18 million square feet across 180 operationally critical, single-tenant, industrial net-leased real estate properties that are leased to 39 tenants and has a weighted average remaining lease term of approximately 15 years and weighted average annual rent escalators of 2.6%. The Purchase Price is payable by the Company in the form of cash, assumption of existing indebtedness and/or certain classes of common shares of beneficial interest, par value $0.01 per share, of the Company equal to the portion of NMNL II investors that elect to receive shares in lieu of cash consideration.

Pursuant to the terms of the Purchase Agreement, the Company is required to deposit approximately $24 million (representing 1.0% of the Purchase Price) into escrow on or before October 22, 2026, which will be applied against the Purchase Price at closing. In addition, the Purchase Agreement provides for a due diligence period, which is expected to expire on November 29, 2026, during which time the Company may, in its sole and absolute discretion and for any reason or no reason whatsoever, terminate the Purchase Agreement by giving written notice of termination to NMNL II and the escrow agent. The Transaction is expected to close on or about January 1, 2027, subject to customary closing conditions. There is no assurance that the Company will close the Transaction on the terms described above or at all.

The Company intends to finance the Transaction through a combination of cash on hand (which primarily consists of proceeds from the Company's ongoing offering), assumption of approximately $1.3 billion of existing mortgage debt on the Portfolio, new borrowings and the issuance of shares to certain NMNL II investors that elect to roll their pro rata interest into the Company (rather than electing to receive cash as part of the Transaction).

The Transaction was approved by the Company's board of trustees, including all of the independent trustees, subject to the receipt by the Company of a fairness opinion with respect to the Transaction. The Company has engaged Jones Lang LaSalle Securities, LLC ("JLL") to provide a fairness opinion with respect to the terms of the Transaction.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q.