ExchangeRight Income Fund Reports Unregistered Equity Sales

TL;DR

ExchangeRight sold unregistered shares on 12/1/25.

AI Summary

On December 1, 2025, ExchangeRight Income Fund reported unregistered sales of equity securities. The filing details the issuance of these securities, which are not registered under the Securities Act of 1933, indicating a private placement or similar exemption from registration requirements.

Why It Matters

This filing indicates the company has issued new equity without a public registration, which could impact existing shareholders through dilution or signal a specific strategic financing move.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate less transparency or potential dilution for existing shareholders if not managed carefully.

Key Numbers

• 000-56543 — Commission File Number (Identifies the company's SEC filing history.)
• 36-7729360 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ExchangeRight Income Fund (company) — Registrant
• December 01, 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

Key Financial Figures

• $2.165 billion — offering on a continuous basis of up to $2.165 billion of common shares of beneficial interest
• $32,000 — y paid aggregate selling commissions of $32,000 in connection with the sale of the Clas

Filing Documents

• er-20251201.htm (8-K) — 69KB
• 0001193125-25-306192.txt ( ) — 183KB
• er-20251201.xsd (EX-101.SCH) — 26KB
• er-20251201_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Class D, Class ER-A, and Class ER-D 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 December 1, 2025, the Company sold an aggregate of 8,242 of its Class D Common Shares, an aggregate of 20,759 of its Class ER-A Common Shares, and an aggregate of 19,487 of its Class ER-D 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, Class ER-A Common Share, and Class ER-D Common Share. The Company paid aggregate selling commissions of $32,000 in connection with the sale of the Class ER-A Common Shares. The Company is offering the Class D Common Shares, Class ER-A Common Shares, and Class ER-D 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 8,242 $ 225,000 Class ER-A Common Shares 20,759 $ 603,000 * Class ER-D Common Shares 19,487 $ 532,000 * Includes selling commissions 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: December 3, 2025 By: /s/ David Fisher David Fisher Executive Managing Principal 4

View Full Filing

View this 8-K filing on SEC EDGAR