ExchangeRight Income Fund Reports Unregistered Equity Sales
| Field | Detail |
|---|---|
| Company | Exchangeright Income Fund |
| Form Type | 8-K |
| Filed Date | Oct 14, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $2.165 billion, $18,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-securities, equity-sale, real-estate
TL;DR
ERIF sold unregistered shares, details to follow.
AI Summary
On October 8, 2025, ExchangeRight Income Fund filed an 8-K report detailing unregistered sales of equity securities. The filing indicates that the company has engaged in transactions involving the issuance of its securities without prior registration under the Securities Act of 1933. Specific details regarding the number of shares sold, the price per share, and the total proceeds from these sales are not explicitly stated in the provided excerpt but are the subject of this filing.
Why It Matters
This filing signals that ExchangeRight Income Fund has issued new equity without a public offering, which could impact existing shareholders and regulatory oversight.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate less transparency or potential regulatory scrutiny compared to registered offerings.
Key Players & Entities
- ExchangeRight Income Fund (company) — Registrant
- October 08, 2025 (date) — Date of earliest event reported
- 1055 E. Colorado Blvd Suite 310 (location) — Business Address
- Pasadena, California (location) — Business Address City and State
- 91106 (location) — Business Address Zip Code
FAQ
What specific type of equity securities were sold?
The filing indicates unregistered sales of equity securities, but the specific type (e.g., common stock, preferred stock, units) is not detailed in the provided excerpt.
Were these sales made to accredited investors?
The filing pertains to unregistered sales of equity securities, which are typically offered under exemptions like Regulation D, often requiring purchasers to be accredited investors. However, this specific detail is not explicitly stated in the excerpt.
What is the total dollar amount of the unregistered equity securities sold?
The provided excerpt does not specify the total dollar amount of the unregistered equity securities sold.
What is the date of the earliest event reported in this 8-K?
The date of the earliest event reported is October 08, 2025.
What is the primary business of ExchangeRight Income Fund?
ExchangeRight Income Fund is classified under Real Estate Investment Trusts (SIC code 6798).
Filing Stats: 1,178 words · 5 min read · ~4 pages · Grade level 19.3 · Accepted 2025-10-14 12:00:27
Key Financial Figures
- $2.165 billion — offering on a continuous basis of up to $2.165 billion of common shares of beneficial interest
- $18,000 — y paid aggregate selling commissions of $18,000 in connection with the sale of the Clas
Filing Documents
- er-20251008.htm (8-K) — 61KB
- 0001193125-25-238677.txt ( ) — 174KB
- er-20251008.xsd (EX-101.SCH) — 26KB
- er-20251008_htm.xml (XML) — 5KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. 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 October 8, 2025, the Company sold an aggregate of 9,739 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 ER-A Common Share. The Company paid aggregate selling commissions of $18,000 in connection with the sale of the Class ER-A Common Shares. The Company is offering the 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 ER-A Common Shares 9,739 $ 281,000 *Includes selling commissions as described above.
Forward-Looking Statements
Forward-Looking Statements 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 the v
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: October 14, 2025 By: /s/ David Fisher David Fisher Executive Managing Principal 4