ExchangeRight Income Fund Files 8-K on Equity Sales

TL;DR

ExchangeRight Income Fund filed an 8-K detailing unregistered equity sales and financial statements as of July 31, 2025.

AI Summary

ExchangeRight Income Fund filed an 8-K on August 13, 2025, reporting on unregistered sales of equity securities and other events as of July 31, 2025. The filing also includes financial statements and exhibits. The company, formerly known as ExchangeRight Essential Income Strategy, is a Maryland-based real estate investment trust.

Why It Matters

This filing provides updates on the company's financial activities and equity transactions, which could impact investor holdings and the company's financial structure.

Risk Assessment

Risk Level: low — The filing is a routine 8-K reporting on equity sales and financial statements, not indicating any immediate significant financial distress or major corporate changes.

Key Players & Entities

• ExchangeRight Income Fund (company) — Registrant
• July 31, 2025 (date) — Reporting period end date
• August 13, 2025 (date) — Filing date
• ExchangeRight Essential Income Strategy (company) — Former company name

FAQ

Key Financial Figures

• $2.165 billion — offering on a continuous basis of up to $2.165 billion of common shares of beneficial interest
• $6,000 — y paid aggregate selling commissions of $6,000 in connection with the sale of the Clas
• $502.3 million — ate Offering for total consideration of $502.3 million. Of these issued Common Shares, 5,623,9
• $0.1449 — any declared dividends in the amount of $0.1449 per share for each class of its Common
• $1.1 million — f 41,703 Class I Common Shares totaling $1.1 million in connection with OP Unitholder and Cl

Filing Documents

• er-20250731.htm (8-K) — 139KB
• 0001193125-25-179595.txt ( ) — 258KB
• er-20250731.xsd (EX-101.SCH) — 26KB
• er-20250731_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Class D and Class ER-A Common Shares ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT (the "Company"), is currently conducting a private placement offering on a continuous basis of up to $2.165 billion of common shares of beneficial interest ("Common Shares") pursuant to which the Company is offering its Class I, Class A, Class S, Class D, Class ER-I, Class ER-A, Class ER-S, and Class ER-D Common Shares (the "Private Offering"). On August 8, 2025, the Company sold an aggregate of 3,681 of its Class D Common Shares and an aggregate of 3,107 of its Class ER-A Common Shares under the Private Offering, based on the price per share as of the date of issuance of each respective Class D Common Share and Class ER-A Common Share. The Company paid aggregate selling commissions of $6,000 in connection with the sale of the Class ER-A Common Shares. The Company is offering the Class D Common Shares and Class ER-A Common Shares in this offering in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(c) of Regulation D promulgated thereunder. The following table details the shares sold: Number of Gross Share Class Shares Sold Proceeds Class D Common Shares 3,681 $ 100,000 Class ER-A Common Shares 3,107 $ 90,000 * *Includes selling commissions as described above.

01 Other Events

Item 8.01 Other Events. Status of Private Offering Share Price Update The Company has updated the purchase price for our Class ER-I, Class ER-A, Class ER-S, and Class ER-D Common Shares, pursuant to the terms of the Private Offering. The purchase price for the Company's Class I, Class A, Class S, and Class D Common Shares pursuant to the terms of the Private Offering is reflected in the table below and was not updated as of August 13, 2025. The purchase price for the Class ER-I, Class ER-A, Class ER-S, and Class ER-D Common Shares will be applicable for subscriptions for such shares closing from and after August 13, 2025. The purchase price for each class of Common Shares for subscriptions beginning on August 13, 2025 is as follows: Purchase Price (per share) Class I $ 27.17 Class A $ 28.89 Class S $ 28.16 Class D $ 27.17 Class ER-I Common Shares $ 27.17 Class ER-A Common Shares $ 28.89 Class ER-S Common Shares $ 28.16 Class ER-D Common Shares $ 27.17 The Company has updated the offering materials for the Private Offering, including the confidential private placement memorandum and subscription documents, which are available on the Company's website at: https://www.exchangeright.com/the-essential-income-reit/ . The Common Shares offered in the Private Offering have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in any state absent registration or an applicable exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to purchase any securities in any jurisdiction in which such an offer or solicitation is not authorized and does not constitute an offer within any jurisdiction to any person to whom such offer would be unlawful. The offering of Common Shares in the Private Offering will only be made pursuant to the confidential private placement memorandum

Forward-Looking Statements

Forward-Looking Statements 3 Certain statements contained in this Current Report on Form 8-K other than historical facts may be considered "forward-looking statements," and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. For these statements, the Company claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "estimates", "projects", "anticipates", "believes", "expects", "intends", "future" and words of similar import, or the negative thereof. Forward-looking statements in this report include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, and other matters. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Any such forward-looking statements are subject to unknown risks, uncertainties and other factors, which in some cases are beyond the Company's control and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide distributions to shareholders and maintain t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 104* Cover Page Interactive Data File (embedded within the Inline XBRL Document) * The above exhibits are being furnished with this Current Report on Form 8-K. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXCHANGERIGHT INCOME FUND By: ExchangeRight Income Fund Trustee, LLC, its trustee By: ExchangeRight Real Estate, LLC, its manager Date: August 13, 2025 By: /s/ David Fisher David Fisher Executive Managing Principal 5

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View this 8-K filing on SEC EDGAR