ExchangeRight Income Fund 8-K

What Happened

• On March 18, 2026 (reported on an 8‑K filed March 20, 2026), ExchangeRight Income Fund amended the Amended and Restated Limited Partnership Agreement of its operating partnership to create a new class of common units called "NLP Common Units," to be issued in separate series to facilitate acquisitions of net‑leased DST portfolios.
• The amendment (authorized under Section 4.3) became effective upon execution and did not require approval by the limited partners. The Trustee also approved a Third Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan (Amended DRIP) that adds holders of current and future NLP Common Unit series as eligible participants for DRIP reinvestment and optional cash purchases of the Company’s Class I Common Shares.

Key Details

• Eight NLP Series were created: NLP 20, NLP 23, NLP 24, NLP 25, NLP 26, NLP 27, NLP 47, and NLP 49.
• NLP Common Units are treated as Junior Units under the Partnership Agreement and carry the rights of common units, but: distributions to NLP holders are set by the general partner in its sole discretion and may differ by series; holders have no conversion rights into other classes; no automatic redemption rights (the general partner may grant redemption rights later and must notify holders promptly, within five business days of action).
• The Amended DRIP only added NLP unit holders as eligible participants to reinvest cash distributions into Class I Common Shares and to make optional purchases; no other DRIP changes were made.

Why It Matters

• The change creates a mechanism for the operating partnership to acquire net‑leased DST portfolios using Series of NLP Common Units as consideration, supporting the company’s planned growth strategy without an immediate cash outlay.
• For investors, NLP holders will face variable distributions (set by the general partner) and limited built‑in liquidity because redemption rights are not automatic; however, NLP holders can elect to reinvest distributions into Class I Common Shares under the updated DRIP.
• Monitor future filings for specifics on any issuance of NLP Series, the distribution rates the general partner establishes, and any decision to grant redemption rights, as those factors will affect yield, liquidity, and potential dilution to public shareholders.