ExchangeRight Income Fund 8-K

What Happened
ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed an 8-K on June 11, 2026 reporting that it sold 12,690 Class D Common Shares on June 8, 2026 as part of an ongoing private placement offering. The Private Offering is being conducted on a continuous basis for up to $2.165 billion of common shares across multiple share classes. The June 8 sale generated aggregate gross proceeds of $350,000. The Company offered the Class D shares relying on the exemption from registration under Section 4(a)(2) and Rule 506(c) of Regulation D.

Key Details

• Shares sold: 12,690 Class D Common Shares
• Proceeds: $350,000 (aggregate)
• Sale date: June 8, 2026; 8-K filed June 11, 2026
• Offering size and structure: continuous private placement up to $2.165 billion across multiple share classes (Class I, A, S, D and ER-series equivalents) under Reg D Rule 506(c)

Why It Matters
This filing notifies investors of additional private issuances that can dilute existing holders if the Company continues to sell shares under the offering. The sale was completed under a private-exemption (Rule 506(c)), meaning shares were not registered for public resale and were likely sold to accredited investors. The reported proceeds are modest relative to the maximum offering amount, but ongoing sales could affect share count and future distributions. The 8-K also includes standard forward-looking statement cautions about risks to operations, distributions and REIT qualification.