ExchangeRight Income Fund 8-K

What Happened
ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed an 8-K (Item 3.02) disclosing unregistered sales of equity securities. Between April 15, 2026 and May 15, 2026 the company sold 30,481 Class D Common Shares in its ongoing private offering, raising $840,000. The offering is a continuous private placement of up to $2.165 billion of common shares across multiple share classes.

Key Details

• Offering size: up to $2.165 billion of common shares under a continuous private offering.
• Shares sold: 30,481 Class D Common Shares issued between Apr 15 and May 15, 2026.
• Proceeds: $840,000 based on issue-date prices.
• Offering exemption: Securities were offered relying on Section 4(a)(2) and Rule 506(c) of Regulation D (unregistered/private placement).
• Filing date/signature: Form 8-K dated May 20, 2026, signed by David Fisher (Executive Managing Principal).

Why It Matters
This filing informs investors that the company is raising capital through an ongoing private offering and has recently issued a modest number of Class D shares for $840,000. The use of a Regulation D exemption means the shares were sold in a private placement rather than a registered public offering. Investors should note the company’s continued authority to issue shares under the $2.165 billion program and review other SEC filings for how additional issuances could affect share count and dilution over time. The report also includes standard forward-looking statements and related risk disclosures.