Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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FORTRESS CREDIT REALTY INCOME TRUST (Name of Issuer) |
Class E common shares of beneficial interest, $0.01 per share par value (Title of Class of Securities) |
34966K304 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
FIG LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 common shares ("Common Shares") outstanding as of May 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q ("Form 10-Q") filed with the Securities and Exchange Commission ("SEC") on May 13, 2025.
SCHEDULE 13G
|
| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
Fortress Operating Entity I LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, PN |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 Common Shares outstanding as of May 13, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
|
| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
FIG Blue LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 Common Shares outstanding as of May 13, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
|
| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
Fortress Investment Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 Common Shares outstanding as of May 13, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
FINCO I Intermediate Holdco LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 Common Shares outstanding as of May 13, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
FINCO I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 Common Shares outstanding as of May 13, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
FIG Parent, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 Common Shares outstanding as of May 13, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
|
| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
Foundation Holdco LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, PN |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 Common Shares outstanding as of May 13, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 34966K304 |
| 1 | Names of Reporting Persons
FIG Buyer GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
998,345.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person: The reported percentage is calculated based on 49,114,315 Common Shares outstanding as of May 13, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
FORTRESS CREDIT REALTY INCOME TRUST | |
| (b) | Address of issuer's principal executive offices:
1345 Avenue of the Americas, New York, New York, 10105 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) FIG LLC, a Delaware limited liability company, which directly holds Class E common shares of the Issuer; (ii) Fortress Operating Entity I LP, a Delaware limited partnership, which is the sole owner of FIG LLC; (iii) FIG Blue LLC, a Delaware limited liability company, which is the general partner of Fortress Operating Entity I LP; (iv) Fortress Investment Group LLC, a Delaware limited liability company, which is the sole member of FIG Blue LLC; (v) FINCO I Intermediate Holdco LLC, a Delaware limited liability company, which is the sole member of Fortress Investment Group LLC; (vi) FINCO I LLC, a Delaware limited liability company, which is the sole member of FINCO I Intermediate Holdco LLC; (vii) FIG Parent, LLC, a Delaware limited liability company, which is the sole member of FINCO I LLC; (viii) Foundation Holdco LP, a Delaware limited partnership, which is the sole member of FIG Parent, LLC; and (ix) FIG Buyer GP, LLC, a Delaware limited liability company, which is the general partner of Foundation Holdco LP. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows: c/o Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, New York 10105 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class E common shares of beneficial interest, $0.01 per share par value | |
| (e) | CUSIP No.:
34966K304 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. This Amendment No. 1 is being filed to reflect the change in percentage ownership pre
viously reported solely as a result of the change in the outstanding Common Shares as of May 13, 2025, as reported on the Form 10-Q, filed by the Issuer with the SEC on May 13, 2025. The Reporting Persons have no other changes to the Reporting Persons' ownership or to the information previously reported and are making a voluntary filing to report that the Reporting Persons' ownership has decreased below 5%. The filing of this statement shall not be deemed an admission by any of the Reporting Persons, of beneficial ownership of the reported securities for purposes of Section 13(d) or Section 13(g) or for any other purpose. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Joint Filing Agreement, dated as of February 13, 2025, incorporated by reference to this Schedule 13G