Thomas Warren 4
4 · ExchangeRight Income Fund · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
ExchangeRight Income Fund Director Thomas Warren Receives 10,442 Units
What Happened
- Thomas Warren, a director of ExchangeRight Income Fund, was issued 10,442.349529 partnership Units of ExchangeRight Income Fund Operating Partnership, LP on June 25, 2026. The Units were delivered as merger consideration in exchange for Mr. Warren’s 0.50 Class 1 Beneficial Interest in a Delaware statutory trust (see footnotes).
- No cash price per Unit is reported (N/A). The filing reports this as an award/grant (transaction code A) of derivative partnership Units rather than a purchase or sale of common shares.
Key Details
- Transaction date: June 25, 2026; Form 4 filed June 26, 2026 (timely).
- Amount issued: 10,442.349529 Units (reported as 10,442.35).
- Price: N/A (Units issued as non-cash merger consideration).
- Ownership after transaction: Units are reported as held directly by W&R Thomas, LLC (a family LLC). Mr. Warren is the managing member and disclaims beneficial ownership of Units held directly by W&R Thomas, LLC.
- Notable footnotes:
- F1: Units were created under an amendment to the Operating Partnership agreement; they are not convertible into other unit classes or common shares, have no redemption rights, and have no expiration date (though they may derive value from Class I Common Shares).
- F2: Units were issued pursuant to an Agreement and Plan of Merger dated June 25, 2026 as merger consideration for a 0.50 Class 1 Beneficial Interest in a DST.
- F3: Units are held by W&R Thomas, LLC; Mr. Warren manages the LLC and has sole voting/dispositive power for those Units but disclaims beneficial ownership.
Context
- This was a non-cash issuance of partnership Units as merger consideration, not an open-market buy or sale. Such transactions reflect restructuring or mergers and do not on their own indicate an insider buying or selling stock for investment purposes.
- Because the Units are partnership interests rather than registrant common shares and are not convertible or redeemable, their economic and governance rights can differ from common shares; read the footnotes for those limits.
Insider Transaction Report
Form 4
Thomas Warren
Director
Transactions
- Award
NLP 49 Common Units
[F1][F2][F3]2026-06-25+10,442.35→ 10,442.35 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 25, 2026 by and among ExchangeRight Net Leased Portfolio 49 DST, a Delaware statutory trust ("DST") and the Operating Partnership, on June 25, 2026, the Operating Partnership issued 10,442.349529 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.
Signature
/s/ Nicholas Partenza, as Attorney-in-Fact|2026-06-26