Material Event (Form 8-K)

Item 8.01 Other Events.

Status of Private Offering

Share Issuance

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"). As of the date of this report, the Company has not issued any Class S or Class ER-S Common Shares in the Private Offering. As of August 31, 2025, the Company has issued an aggregate of 18,450,920 Common Shares in the Private Offering for total consideration of $503.9 million. Of these issued Common Shares, 5,624,895 Class I Common Shares, 9,839,315 Class A Common Shares, 10,121 Class D Common Shares, 809,972 Class ER-I Common Shares, 26,148 Class ER-A Common Shares, and 6,886 Class ER-D Common Shares remained outstanding as of August 31, 2025. The following table lists the Common Shares issued and total consideration received to date in the Private Offering for each class of Common Shares as of August 31, 2025:

August 2025 Dividends

On August 31, 2025, the Company declared dividends in the amount of $0.1449 per share for each class of its Common Shares then outstanding. The dividends for each class of Common Shares then outstanding were payable to shareholders of record immediately following the close of business on August 31, 2025 and were paid in cash or reinvested in the Company's Common Shares through the Company's Second Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan ("DRIP") on September 15, 2025.

Dividend Reinvestment and Direct Share Purchase Plan

For the August 31, 2025 declared dividends described above, holders of Common Shares and holders of Class I and Class A Common Units ("OP Units") of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership, the ("Operating Partnership") have elected 11.2% of the aggregate declared dividends on Common Shares and distributions on Class I and Class A OP Units to be reinvested back into the Company's Common Shares based on elections by the individual shareholders and unitholders pursuant to the DRIP. These distributions were reinvested in the Company's Common Shares on September 15, 2025.

The following table lists the Common Shares issued and total dividends reinvested under the DRIP from inception of the DRIP through August 31, 2025 for each class of Common Shares:

2

The DRIP generally permits shareholders of the Company to elect to have some or all of their cash dividends in respect of the shareholder's Common Shares to be automatically reinvested in additional Common Shares. Any cash dividends attributable to the class of Common Shares owned by participants in the DRIP will be reinvested in Common Shares on behalf of the participant on the business day such dividends would have been paid to such investor. In addition, holders of (a) Class I and Class A 721 OP Units and Class ER-I Common Shares may elect to reinvest their cash distributions into our Class I Common Shares, (b) Class ER-A Common Shares may elect to reinvest their cash distributions into our Class A Common Shares, (c) Class ER-S Common Shares may elect to reinvest their cash distributions into our Class S Common Shares and (d) Class ER-D Common Shares may elect to reinvest their cash distributions into our Class D Common Shares.