Thomas Warren 4
4 · ExchangeRight Income Fund · Filed Jun 12, 2026
Research Summary
AI-generated summary of this filing
ExchangeRight Director Thomas Warren Receives 7,043 Units
What Happened
Thomas Warren, a director of ExchangeRight Income Fund, was issued 7,043.147 Operating Partnership Units (reported) on June 11, 2026. The Units were issued as merger consideration (not a cash purchase) pursuant to an Agreement and Plan of Merger in exchange for 0.50 Class 1 Beneficial Interests in a DST. No per-unit price or cash value is reported (transaction coded as A — award/grant/other acquisition). The Units are derivative interests in the Operating Partnership and may derive value from the Registrant’s Class I Common Shares but have no conversion or redemption rights and no expiration date.
Key Details
- Transaction date: June 11, 2026; Form 4 filed June 12, 2026 (timely filing).
- Reported amount acquired: 7,043.147 Units (footnote cites 7,043.142708 Units issued under the merger agreement).
- Consideration: Issued as merger consideration in exchange for 0.50 Class 1 Beneficial Interests in ExchangeRight Net Leased Portfolio 47 DST (non-cash).
- Price/Value: N/A — no cash price or market value reported on the Form 4.
- Shares/Units owned following transaction: not disclosed on the Form 4.
- Ownership structure note: The Units are shown as held directly by W&R Thomas, LLC (a family LLC); Mr. Thomas is the managing member and has sole voting and dispositive power over WRT’s holdings but disclaims beneficial ownership of securities directly held by WRT.
- Filing exhibits: Exhibit 24 — Power of Attorney included.
Context
This was an acquisition of partnership units as merger consideration (derivative units of the Operating Partnership), not an open-market purchase or sale. Such non-cash transfers typically reflect structural or portfolio transactions (here, a DST merger) and are not a direct cash investment signal. The Units carry limited rights (no conversion/redemption) and may simply track the economic interests in the Operating Partnership rather than represent common stock.
Insider Transaction Report
- Award
NLP 47 Common Units
[F1][F2][F3]2026-06-11+7,043.147→ 7,043.147 total(indirect: By LLC)→ Class I Common Shares
Footnotes (3)
- [F1]The reported NLP Common Units (the "Units") were issued pursuant to the Amendment to Classify Common Units dated March 18, 2026 to the Amended and Restated Limited Partnership Agreement (as amended, the "Partnership Agreement") of ExchangeRight Income Fund Operating Partnership, LP (the "Operating Partnership"). Under the Partnership Agreement, the holders of Units do not have any rights to convert their Units into units of any other class or series of units of, or any other securities or partnership interests in, the Operating Partnership. In addition, the holders of Units will not have any redemption rights under the Partnership Agreement, nor is any specific number of Common Shares of Beneficial Interest (the "Common Shares") of ExchangeRight Income Fund ("Registrant") deemed to underlie each Unit. However, the Units may be deemed to derive their value from the Class I Common Shares of the Registrant, and therefore are reported on this Form 4. The Units have no expiration date.
- [F2]Pursuant to that certain Agreement and Plan of Merger dated June 11, 2026 by and among ExchangeRight Net Leased Portfolio 47 DST, a Delaware statutory trust ("DST") and the Operating Partnership, on June 11, 2026, the Operating Partnership issued 7,043.142708 Units to the Reporting Person as the merger consideration in exchange for 0.50 Class 1 Beneficial Interests in the DST held by the Reporting Person.
- [F3]Represents Units held directly by W&R Thomas, LLC ("WRT"), which is a family limited liability company owned by Mr. Thomas and his spouse. Mr. Thomas is the managing member of WRT, and in this capacity exercises sole voting and dispositive power with respect to the securities held by WRT. Mr. Thomas disclaims beneficial ownership with respect to the securities directly held by WRT.