Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

Class D and Class ER-A 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 August 8, 2025, the Company sold an aggregate of 3,681 of its Class D Common Shares and an aggregate of 3,107 of its Class ER-A 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 and Class ER-A Common Share. The Company paid aggregate selling commissions of $6,000 in connection with the sale of the Class ER-A Common Shares. The Company is offering the Class D Common Shares and Class ER-A 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:

*Includes selling commissions as described above.

Item 8.01 Other Events.

Status of Private Offering

Share Price Update

The Company has updated the purchase price for our Class ER-I, Class ER-A, Class ER-S, and Class ER-D Common Shares, pursuant to the terms of the Private Offering. The purchase price for the Company's Class I, Class A, Class S, and Class D Common Shares pursuant to the terms of the Private Offering is reflected in the table below and was not updated as of August 13, 2025. The purchase price for the Class ER-I, Class ER-A, Class ER-S, and Class ER-D Common Shares will be applicable for subscriptions for such shares closing from and after August 13, 2025. The purchase price for each class of Common Shares for subscriptions beginning on August 13, 2025 is as follows:

The Company has updated the offering materials for the Private Offering, including the confidential private placement memorandum and subscription documents, which are available on the Company's website at: https://www.exchangeright.com/the-essential-income-reit/. The Common Shares offered in the Private Offering have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in any state absent registration or an applicable exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to purchase any securities in any jurisdiction in which such an offer or solicitation is not authorized and does not constitute an offer within any jurisdiction to any person to whom such offer would be unlawful. The offering of Common Shares in the Private Offering will only be made pursuant to the confidential private placement memorandum for the private placement offering prepared by the Company, which will be made available to interested investors.

Share Issuance

2

Pursuant to the Private Offering, 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. 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 July 31, 2025, the Company has issued an aggregate of 18,391,560 Common Shares in the Private Offering for total consideration of $502.3 million. Of these issued Common Shares, 5,623,975 Class I Common Shares, 9,837,757 Class A Common Shares, and 796,245 Class ER-I Common Shares remained outstanding as of July 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 July 31, 2025:

July 2025 Dividends

On July 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 July 31, 2025 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 or around August 15, 2025.

Dividend Reinvestment and Direct Share Purchase Plan

For the July 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 11.1% 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 will be reinvested in the Company's Common Shares on August 15, 2025.

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

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.