ExchangeRight Income Fund 8-K

What Happened
ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed a Form 8-K on February 18, 2026 reporting unregistered sales of equity securities. The company is conducting a continuous private placement offering of up to $2.165 billion of common shares across multiple share classes. Between February 8, 2026 and February 15, 2026, it sold 6,188 Class D Common Shares for aggregate gross proceeds of $170,000. The Class D shares were offered in reliance on Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D.

Key Details

• Offering size: up to $2.165 billion of Common Shares across Class I, A, S, D, ER-I, ER-A, ER-S, and ER-D.
• Recent sale: 6,188 Class D Common Shares sold from Feb 8–15, 2026 for $170,000 total.
• Exemption relied on: Section 4(a)(2) and Rule 506(c) of Regulation D (unregistered/private placement).
• Filing date: current report on Form 8-K filed February 18, 2026.

Why It Matters
This filing notifies investors that the company is raising capital through a large, ongoing private offering and that recent issuances were made via an unregistered Reg D placement. For existing shareholders, ongoing private sales can lead to dilution over time if additional shares are issued. Because the shares were sold in a private placement, they are not registered for public resale, which can limit liquidity for those specific shares. The filing also includes standard forward-looking statement cautions about risks and uncertainties related to the company’s operations and capital strategies.