Thomas Warren 4
4 · ExchangeRight Income Fund · Filed Mar 24, 2026
Research Summary
AI-generated summary of this filing
ExchangeRight Director Thomas Warren Receives 3,910 Units
What Happened
- Thomas Warren, a director of ExchangeRight Income Fund, was issued 3,910.111 NLP Common Units (reported as a derivative acquisition) on March 20, 2026. No cash price or dollar value is reported (N/A); the Units were issued as merger consideration rather than an open‑market purchase.
Key Details
- Transaction date: 2026-03-20; Form 4 filed: 2026-03-24 (filed within the typical two-business-day reporting window).
- Transaction type: A (grant/other acquisition — derivative Units); price: N/A.
- Shares/Units reported acquired: 3,910.1107 (reported as 3,910.111 on Form 4).
- Shares/Units reported held after transaction: 3,910.111 Units held directly by W&R Thomas, LLC (per filing).
- Footnotes of note:
- F2: Units issued under an Agreement and Plan of Merger in exchange for Mr. Warren’s 0.33 Class 1 Beneficial Interests in a DST.
- F1: The "Units" are NLP Common Units under the Operating Partnership agreement; they are not convertible into other classes, have no redemption rights, and have no expiration date, though they may derive value from the Registrant’s Class I Common Shares.
- F3: The Units are held directly by W&R Thomas, LLC (a family LLC); Mr. Warren is the managing member and disclaims beneficial ownership of securities held directly by WRT while exercising voting and dispositive control.
- Filing timeliness: The Form 4 was filed on 2026-03-24 for a 2026-03-20 transaction; this meets the typical two-business-day Section 16 reporting requirement.
Context
- This was non-cash consideration received in a merger (ExchangeRight Net Leased Portfolio 20 DST into the Operating Partnership), not a market buy or sale. Such issuances reflect corporate transaction consideration and do not necessarily indicate a personal cash investment or a conventional open‑market insider purchase/sale.
- Because the Units are partnership/derivative units (not ordinary shares) and are held through a family LLC, the economic and voting exposure differs from direct common‑share ownership; the filing discloses who holds the Units and who controls them.
Insider Transaction Report
Form 4
Thomas Warren
Director
Transactions
- Award
NLP 20 Common Units
[F1][F2][F3]2026-03-20+3,910.111→ 3,910.111 total(indirect: By LLC)→ Class I Common Shares
Footnotes (3)
- [F1]The reported NLP Common Units (the "Units") were issued pursuant to the Amendment to Classify Common Units dated March 18, 2026 to the Amended and Restated Limited Partnership Agreement (as amended, the "Partnership Agreement") of ExchangeRight Income Fund Operating Partnership, LP (the "Operating Partnership"). Under the Partnership Agreement, the holders of Units do not have any rights to convert their Units into units of any other class or series of units of, or any other securities or partnership interests in, the Operating Partnership. In addition, the holders of Units will not have any redemption rights under the Partnership Agreement, nor is any specific number of Common Shares of Beneficial Interest (the "Common Shares") of ExchangeRight Income Fund ("Registrant") deemed to underlie each Unit. However, the Units may be deemed to derive their value from the Class I Common Shares of the Registrant, and therefore are reported on this Form 4. The Units have no expiration date.
- [F2]Pursuant to that certain Agreement and Plan of Merger dated March 20, 2026 by and among ExchangeRight Net Leased Portfolio 20 DST, a Delaware statutory trust ("DST") and the Operating Partnership, on March 20, 2026, the Operating Partnership issued 3,910.1107 Units to the Reporting Person as the merger consideration in exchange for 0.33 Class 1 Beneficial Interests in the DST held by the Reporting Person.
- [F3]Represents Units held directly by W&R Thomas, LLC ("WRT"), which is a family limited liability company owned by Mr. Thomas and his spouse. Mr. Thomas is the managing member of WRT, and in this capacity exercises sole voting and dispositive power with respect to the securities held by WRT. Mr. Thomas disclaims beneficial ownership with respect to the securities directly held by WRT.
Signature
/s/ Nicholas Partenza, Attorney-in-Fact|2026-03-24