ExchangeRight Income Fund Sells $635K of Class D Shares in Private Offering

What Happened

• ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed an 8‑K on September 11, 2026 disclosing unregistered sales of equity securities.
• The company is conducting a continuous private placement offering of up to $2.165 billion of common shares across multiple classes. From August 15, 2026 through September 8, 2026 it sold 22,973 Class D Common Shares, generating gross proceeds of $635,000.
• The Class D shares were issued under an exemption from registration pursuant to Section 4(a)(2) and Rule 506(c) of Regulation D.

Key Details

• Filing date: September 11, 2026; sales period reported: August 15–September 8, 2026.
• Shares sold: 22,973 Class D Common Shares.
• Gross proceeds: $635,000.
• Offering capacity: up to $2.165 billion in common shares across multiple share classes (Class I, A, S, D and ER variants).

Why It Matters

• This 8‑K notifies investors that the company is raising capital via a private placement; the reported sale is relatively small ($635K) compared with the $2.165B offering capacity, but represents ongoing dilution risk if more shares are issued.
• The sale was executed under Regulation D exemptions (no public registration), meaning shares were offered to accredited investors; there is no new public market disclosure of price or broader share issuance terms beyond the amounts reported.
• No operational results, executive changes, or other material events were reported in this filing — it solely discloses the private offering activity and standard forward‑looking statement caution.