ExchangeRight Income Fund: unregistered sale of Class D common shares of $462,000

What happened

• The filing reports that ExchangeRight Income Fund sold an aggregate of 16,740 Class D Common Shares for total gross proceeds of $462,000.
• The sales occurred from Oct 8, 2026 through Oct 21, 2026 and were made under a continuous private placement offering of up to $2,165,000,000 of Common Shares, which includes multiple share classes (Class I, Class A, Class S, Class D, Class ER-I, Class ER-A, Class ER-S and Class ER-D Common Shares).
• The Company stated it is offering the Class D Common Shares in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D.

Key details

• Number of Class D Common Shares sold: 16,740.
• Gross proceeds from those sales: $462,000.
• Offering period for these sales: Oct 8, 2026 through Oct 21, 2026.
• Total size of the Private Offering (continuous): up to $2,165,000,000, covering multiple share classes.

Why it may matter

• The filing was made under Item 3.02 (Unregistered sales of equity securities), which covers sales of the company’s equity issued without registration under the Securities Act.
• The report also includes forward-looking statement disclosures and lists factors that could cause actual results to differ from expectations. The filing does not show why the insider traded or why the company acted.