ExchangeRight Income Fund 8-K

What Happened
ExchangeRight Income Fund filed a Form 8‑K (Item 3.02) on April 6, 2026 disclosing that, on April 1, 2026, it sold 15,586 Class ER‑I Common Shares and 3,277 Class ER‑D Common Shares as part of its ongoing private offering. The sales generated gross proceeds of $428,000 (ER‑I) and $90,000 (ER‑D), for total gross proceeds of $518,000. The shares were issued under the Company’s continuous private placement of up to $2.165 billion of common shares and were sold relying on Section 4(a)(2) and Rule 506(c) of Regulation D.

Key Details

• 15,586 Class ER‑I Common Shares sold for $428,000 (April 1, 2026).
• 3,277 Class ER‑D Common Shares sold for $90,000 (April 1, 2026).
• Part of a continuous private offering of up to $2.165 billion in common shares.
• Shares issued in reliance on exemptions from registration (Section 4(a)(2) and Rule 506(c)); filing is reported under Item 3.02 (Unregistered Sales of Equity Securities).

Why It Matters
These sales reflect ongoing capital raising via a private placement rather than a registered public offering. For investors, the transactions are factual evidence the company is issuing additional common shares (which can dilute existing holders) and are a source of cash proceeds for the REIT’s operations or investments. The disclosed amounts are relatively small versus the $2.165 billion offering cap, but continued private issuances could meaningfully increase outstanding shares over time. The company also noted standard forward‑looking statement cautions in the filing.