ExchangeRight Income Fund 8-K

What Happened ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed an 8-K disclosing an unregistered sale of equity securities under Item 3.02. On January 15, 2026, the company sold 34,447 Class ER-A common shares as part of its continuous private offering, raising aggregate gross proceeds of $1,000,000. The offering is made on a continuous basis (up to $2.165 billion across multiple share classes) and the Class ER-A shares were offered relying on Section 4(a)(2) and Rule 506(c) of Regulation D.

Key Details

• Shares sold: 34,447 Class ER-A common shares
• Gross proceeds: $1,000,000 (includes selling commissions)
• Selling commissions: $65,000 paid in connection with the sale
• Offering: Continuous private placement of up to $2.165 billion across multiple share classes (Class I, A, S, D, ER-I, ER-A, ER-S, ER-D)
• Filing/signature: Form 8-K dated January 20, 2026; signed by David Fisher, Executive Managing Principal

Why It Matters This filing notifies investors that the company issued additional common shares outside a public registered offering, raising $1.0M and incurring $65k in commissions. Because the sale was unregistered under Regulation D, it signals ongoing private capital-raising activity that increases outstanding shares and could affect existing shareholders’ ownership percentages. The company also included standard forward-looking statement disclosures and reliance on Rule 506(c) for the offering.