ExchangeRight Income Fund·4

Mar 27, 10:30 AM ET

Thomas Warren 4

4 · ExchangeRight Income Fund · Filed Mar 27, 2026

Research Summary

AI-generated summary of this filing

Updated

ExchangeRight Income Fund Director Thomas Warren Receives 5,519 Units

What Happened

  • Thomas Warren, a director of ExchangeRight Income Fund, was issued 5,519.386380 NLP Common Units of the Operating Partnership on March 26, 2026. The issuance was reported on a Form 4 filed March 27, 2026 and is coded as an acquisition/award (A). No cash price per unit is reported; the Units are derivative interests rather than common shares.

Key Details

  • Transaction date: 2026-03-26; Form 4 filed: 2026-03-27 (timely).
  • Transaction type/code: Grant/award or other acquisition (A); reported as a derivative security (Units).
  • Amount issued: 5,519.386380 NLP Common Units. No purchase price or total dollar value reported (N/A).
  • Shares owned after transaction: The filing reports the 5,519.386380 Units received; total post-transaction holdings are not specifically disclosed on the Form 4.
  • Notable footnotes:
    • F1: The Units are NLP Common Units of the Operating Partnership. They have no expiration, are not convertible to other classes, have no redemption rights, and may derive value from the Registrant’s Class I Common Shares.
    • F2: Units were issued as merger consideration under an Agreement and Plan of Merger in exchange for 0.33 Class 1 Beneficial Interests in a DST held by the reporting person.
    • F3: The Units are held directly by W&R Thomas, LLC (a family LLC). Mr. Thomas is the managing member and exercises sole voting and dispositive power for WRT-held securities but disclaims beneficial ownership of securities directly held by WRT.
  • Exhibit: Exhibit 24 (Power of Attorney) attached to the filing.

Context

  • These Units are partnership/derivative interests issued as merger consideration—not a straight purchase of common shares—so they differ from open-market buys or sales. Such issuance is typically part of corporate restructuring or merger transactions and should be viewed as a non-cash transfer of partnership units rather than an outright stock-market investment.

Insider Transaction Report

Form 4
Period: 2026-03-26
Transactions
  • Award

    NLP 23 Common Units

    [F1][F2][F3]
    2026-03-26+5,519.3865,519.386 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 26, 2026 by and among ExchangeRight Net Leased Portfolio 23 DST, a Delaware statutory trust ("DST") and the Operating Partnership, on March 26, 2026, the Operating Partnership issued 5,519.386380 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, as Attorney-in-Fact|2026-03-26

Documents

1 file
  • 4
    ownership.xmlPrimary

    4