Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

Class 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 Common Shares, Class A Common Shares, Class S Common Shares, Class D Common Shares, Class ER-I Common Shares, Class ER-A Common Shares, Class ER-S Common Shares, and Class ER-D Common Shares (the "Private Offering"). From August 15, 2026 through September 8, 2026, the Company sold an aggregate of 22,973 of its Class 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. The Company is offering the Class 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: