ExchangeRight Income Fund 8-K

What Happened
ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed an 8-K on January 6, 2026 reporting that, under an ongoing private placement offering, it sold Class D, Class ER‑A and Class ER‑D common shares on January 1, 2026. The company is conducting a continuous private offering of up to $2.165 billion of common shares and made these sales in reliance on Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D.

Key Details

• Total shares sold on Jan 1, 2026: 35,081 shares (16,667 Class D; 14,751 Class ER‑A; 3,663 Class ER‑D).
• Gross proceeds from these sales: $983,000 (Class D $455,000; Class ER‑A $428,000; Class ER‑D $100,000).
• Selling commissions: $13,000 paid in connection with the Class ER‑A share sales.
• Offering size and structure: 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).

Why It Matters
The filing shows the company is actively raising capital through a private placement (Reg D, Rule 506(c)), and these transactions increased issued shares and generated $983,000 of gross proceeds. Investors should note the company’s ongoing authority to sell a significant amount of shares (up to $2.165 billion) through this program and that sales are made under a private-exemption framework (which carries resale restrictions). The report also includes the standard forward‑looking statements and risk disclosures about business, market and REIT-related risks.