ExchangeRight Income Fund 8-K

What Happened

• ExchangeRight Income Fund filed an 8-K on February 20, 2026 reporting the status of its continuous private placement and dividend reinvestment activity. The Company is conducting a private placement of up to $2.165 billion of common shares and, as of January 31, 2026, had raised $522,020,000.
• The Company declared a dividend of $0.1449 per share on January 31, 2026; dividends were paid in cash or reinvested under the Company’s Dividend Reinvestment and Direct Share Purchase Plan (DRIP) on February 13, 2026.

Key Details

• Private offering target: up to $2.165 billion of Common Shares (multiple share classes).
• As of January 31, 2026 (aggregate across classes): 16,509,742 Common Shares outstanding; 19,090,051 Common Shares issued; $522,020,000 total capital raised.
• No Class S or Class ER‑S Common Shares had been issued as of January 31, 2026.
• Dividend & DRIP activity: dividend declared $0.1449/share (Jan 31, 2026); 11.7% of aggregate declared dividends/distributions were elected for reinvestment under the DRIP for this payout.
• DRIP totals from inception through Jan 31, 2026: 384,751 Common Shares issued representing $10,371,000 reinvested (Class I: 196,456 shares / $5,295,000; Class A: 188,068 shares / $5,069,000; Class D: 227 shares / $7,000).

Why It Matters

• Ongoing fundraising: The private placement shows the Company is actively raising capital (raised $522M of a $2.165B program as of Jan 31, 2026), which may result in additional share issuances over time.
• Dividend continuity and reinvestment: The $0.1449/share dividend was paid or reinvested, and modest DRIP participation (11.7% elected for this distribution) produced $10.4M of reinvested capital since the DRIP began—both points are relevant to income-focused investors.
• Potential dilution: Because the private offering and DRIP involve issuing new shares, existing shareholders should be aware additional issuances could dilute ownership (a fact noted in the filing’s forward-looking statements).