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, 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 February 1, 2026, the Company sold an aggregate of 7,326 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: