ExchangeRight Income Fund Announces Private Sale of Class D Shares

What Happened

• ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed an 8-K on Aug 5, 2026 reporting an ongoing private offering of common shares and disclosing the sale of Class D Common Shares.
• From July 15, 2026 through August 1, 2026 the company sold 21,060 Class D Common Shares for aggregate gross proceeds of $581,000. The Private Offering is being conducted on a continuous basis for up to $2.165 billion and includes multiple share classes.

Key Details

• Offering size: up to $2.165 billion of common shares (multiple classes including Class I, A, S, D, ER‑I, ER‑A, ER‑S, ER‑D).
• Recent sales: 21,060 Class D Common Shares sold between 7/15/2026 and 8/1/2026 for $581,000 in gross proceeds.
• Legal basis: Shares offered in reliance on Securities Act exemptions (Section 4(a)(2) and Rule 506(c) of Regulation D).
• Filing date and signer: Current Report on Form 8‑K filed Aug 5, 2026; signed by David Fisher, Executive Managing Principal.

Why It Matters

• The filing notifies investors that the company is raising capital through a large, ongoing private placement that could lead to additional share issuances. The company’s 8‑K also highlights forward‑looking risks, including that future issuances could dilute existing shareholders or affect share value.
• For retail investors, key takeaways are the relatively small size of this tranche ($581k) versus the overall offering capacity ($2.165B) and that these shares were sold under a private‑placement exemption, which typically limits resale liquidity compared with registered offerings.