Exchangeright Income Fund

03/12/2026 | Press release | Distributed by Public on 03/12/2026 08:00

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 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"). 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. The following table lists the Common Shares outstanding, Common Shares issued, and total capital raised for each class of Common Shares as of February 28, 2026:

Common Shares

Common Shares

Total Capital

Share Class (a)

Outstanding

Issued

Raised

Class I

5,516,816

6,933,677

$

182,425,000

Class A

9,782,511

10,945,959

304,833,000

Class D

102,482

102,482

2,795,000

Class ER-I

845,121

845,121

24,398,000

Class ER-A

245,309

245,309

7,106,000

Class ER-D

43,654

43,654

1,190,000

Total for Private Offering

16,535,893

19,116,202

$

522,747,000

(a)
As of February 28, 2026, the Company had not issued any Class S or Class ER-S Common Shares.

February 2026 Dividends

On February 28, 2026, 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 February 28, 2026 and will be 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 March 13, 2026.

Dividend Reinvestment and Direct Share Purchase Plan

For the February 28, 2026 declared dividends described above, holders of Common Shares and holders of Class I and Class A 721 Common Units ("OP Units") of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership, the ("Operating Partnership") have elected 11.5% of the aggregate declared dividends on Common Shares and distributions on Class I and Class A 721 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 will be reinvested in the Company's Common Shares on March 13, 2026.

2

The following table lists the Common Shares issued and total dividends reinvested under the DRIP from inception of the DRIP through February 28, 2026 for each class of Common Shares:

Common Shares

Total

Share Class (a)

Issued

Reinvestment

Class I

204,819

(b)

$

5,523,000

(b)

Class A

195,676

(c)

5,276,000

(c)

Class D

406

11,000

Total

400,901

$

10,810,000

(a)
As of February 28, 2026, the Company had not issued any Class S Common Shares under the DRIP.
(b)
Includes the issuance of 62,278 Class I Common Shares totaling $1.7 million in connection with OP Unitholder and Class ER-I Common Share distributions being reinvested back into the Company's Class I Common Shares based on those investors' election.
(c)
Includes the issuance of 1,808 Class A Common Shares totaling $49,000 in connection with Class ER-A Common Share distributions being reinvested back into the Company's Class A Common Shares based on those investors' election.

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.

Exchangeright Income Fund published this content on March 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 12, 2026 at 14:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]