Thomas Warren 4

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.