ExchangeRight Income Fund 8-K

What Happened
ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed an 8‑K reporting that it sold 7,326 Class D common shares on February 1, 2026 for aggregate gross proceeds of $200,000. The shares were sold as part of a continuous private offering of up to $2.165 billion of common shares across multiple share classes. The Company offered the Class D shares relying on an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D.

Key Details

• Number of Class D shares sold: 7,326
• Gross proceeds from the sale: $200,000
• Sale date: February 1, 2026 (issued at the price per share in effect on each issuance date)
• Offering size and scope: continuous private offering of up to $2.165 billion across multiple share classes (Class I, A, S, D, ER‑I, ER‑A, ER‑S, ER‑D)
• Securities law basis: exempt offering under Section 4(a)(2) and Rule 506(c) of Regulation D

Why It Matters
This filing documents an ongoing capital‑raising effort by the REIT via a private placement. The individual sale reported here is small ($200K) relative to the total offering capacity ($2.165B), but ongoing issuances can dilute existing shareholders over time and indicate the company is raising equity rather than debt. The offering is unregistered and limited to qualified purchasers under Regulation D, which affects liquidity and transferability of those shares. The company also includes standard forward‑looking statement disclosures about risks that could affect future results.