ExchangeRight Income Fund Reports Private Placement Sale of Class ER-A Shares

What Happened
ExchangeRight Income Fund (doing business as ExchangeRight Essential Income REIT) filed an 8-K (Item 3.02) disclosing unregistered sales of equity securities under its ongoing private offering. Between July 15, 2026 and September 15, 2026 the Company sold 20,606 Class ER-A Common Shares, generating $605,000 in gross proceeds and paying $32,000 in selling commissions. The offering is being conducted on a continuous basis for up to $2.165 billion of common shares across multiple share classes.

Key Details

• Offering type: continuous private placement relying on Section 4(a)(2) and Rule 506(c) of Regulation D.
• Shares sold (Jul 15–Sep 15, 2026): 20,606 Class ER-A Common Shares.
• Gross proceeds from these sales: $605,000; aggregate selling commissions paid: $32,000.
• Total offering capacity: up to $2.165 billion of common shares across several classes (Class I, A, S, D, ER-I, ER-A, ER-S, ER-D).

Why It Matters
This filing documents a small tranche of private-share sales as part of a much larger continuous offering. For investors, the facts to note are the offering structure (Reg D private placement), the modest proceeds raised so far ($605k) and the commissions paid ($32k). The company’s ongoing ability to sell additional shares under this program could affect share count and investor dilution over time — a risk the company explicitly warns about in the filing.