Exchangeright Income Fund

04/28/2026 | Press release | Distributed by Public on 04/28/2026 13:01

Material Event (Form 8-K)

Item 8.01 Other Events.

March 31, 2026 NAV per Common Share

On April 28, 2026, ExchangeRight Income Fund Trustee, LLC (the "Trustee"), which serves as the sole trustee of ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT (the "Company"), declared the net asset value ("NAV") of the Company as of March 31, 2026 to be $801,761,000 (or $27.58 per Class I common share, Class A common share, Class S common share, and Class D common share as well as the common units of limited partnership interest ("OP Units") in ExchangeRight Income Fund Operating Partnership, LP (the "Operating Partnership"). The NAV set forth above is based on the midpoint of the range of real estate values as of March 31, 2026 of the Company's owned properties as determined by an independent valuation firm, combined with the value of the Company's cash and cash equivalents, restricted cash, and other assets, and less the Company's liabilities. We calculate NAV per share/unit in accordance with the valuation guidelines that have been approved by our Trustee. Our NAV per share/unit, which is updated as of the last calendar day of each quarter, will be posted on our website at https://www.exchangeright.com/the-essential-income-reit/ and is the same for each of our Class I common shares, Class A common shares, Class S common shares, and Class D common shares and OP Units. Class ER-I common shares, Class ER-A common shares, Class ER-D common shares, and Class ER-S common shares do not have a quarterly NAV per share declared given they have a stated repurchase value and are not eligible to participate in the share repurchase plan. For a description of how our NAV is calculated, see the disclosures under the caption "Net Asset Value" beginning on page 60 of our Form 10-K filed with the Securities and Exchange Commission on February 26, 2026. Our Trustee is ultimately responsible for determining our NAV.

The following table provides a breakdown of the components of the Company's total NAV and NAV per common share and OP Unit as of March 31, 2026:

Components

March 31, 2026

Investments in real estate

$

1,502,200,000

RSLCA notes receivable from affiliates

23,329,000

Notes receivable from affiliates

21,400,000

Restricted cash

17,081,000

Cash and cash equivalents

9,002,000

Receivables

6,964,000

Other assets

1,521,000

Mortgage loans payable

(602,625,000

)

Revolving credit facility

(157,403,000

)

Accounts payable, accrued expenses and other liabilities

(10,764,000

)

Distributions payable

(3,889,000

)

Pending trade deposits

(2,001,000

)

Due to affiliates, net

(3,054,000

)

NAV

$

801,761,000

Class I Common Shares

5,734,599

Class A Common Shares

10,038,201

Class S Common Shares

-

Class D Common Shares

117,816

Class ER-I Common Shares

883,541

Class ER-A Common Shares

270,479

Class ER-S Common Shares

-

Class ER-D Common Shares

43,654

OP Units

11,980,872

Total outstanding Common Shares/OP Units

29,069,162

NAV per share/unit

$

27.58

Private Offering Updates

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 (the "Common Shares"), pursuant to which the Company is offering its Class I Common Shares, Class A

2

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 Common Shares or Class ER-S Common Shares in the Private Offering. The Company has updated the purchase price for our 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 offered in the Private Offering to be equal to the NAV per Common Share as of March 31, 2026, plus any applicable upfront selling commissions and expenses related to each class of Common Shares. The repurchase price for the Class I Common Shares, Class A Common Shares, Class S Common Shares, and Class D Common Shares under the Company's share repurchase program also was updated to reflect the March 31, 2026 NAV and purchase prices for the Common Shares in the Private Offering. The Class ER-I Common Shares, Class ER-A Common Shares, Class ER-S Common Shares, and Class ER-D Common Shares are not eligible for repurchase or redemption under the Company's share repurchase program. The purchase price for the 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 will be applicable for subscriptions for such shares closing from and after April 28, 2026. The purchase price for each class of Common Shares for subscriptions beginning on April 28, 2026 is as follows:

Purchase Price

Net Current Yield (a)

(per share)

(per share)

Class I Common Shares

$

27.58

6.30%

Class A Common Shares

$

29.32

5.93%

Class S Common Shares

$

28.58

5.23%

Class D Common Shares

$

27.58

6.05%

Class ER-I Common Shares

$

27.58

6.30%

Class ER-A Common Shares

$

29.32

5.93%

Class ER-S Common Shares

$

28.58

5.23%

Class ER-D Common Shares

$

27.58

6.05%

(a) Net Current Yield is calculated as the most recent annualized monthly distribution for March 2026 divided by the updated purchase price.

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 (the "Securities Act") 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.

The following table lists the Common Shares outstanding, Common Shares issued, and total capital raised as of March 31, 2026 in the Private Offering for each class of Common Shares that has been issued:

Common Shares

Common Shares

Total Capital

Share Class (a)

Outstanding

Issued

Raised

Class I Common Shares

5,540,594

6,957,455

$

183,078,000

Class A Common Shares

9,844,977

11,008,425

306,658,000

Class D Common Shares

117,231

117,231

3,200,000

Class ER-I Common Shares

883,541

883,541

25,453,000

Class ER-A Common Shares

270,479

270,479

7,841,000

Class ER-D Common Shares

43,654

43,654

1,190,000

Total for Private Offering

16,700,476

19,280,785

$

527,420,000

(a) As of March 31, 2026, no Class S Common Shares or Class ER-S Common Shares were outstanding and outstanding.

As of March 31, 2026, there was up to $1.296 billion of Common Shares available for future issuance in the Private Offering, before selling commissions and expenses after calculating capital raised from other sources and the issuance of OP Units. The Company intends to continue selling Common Shares in the Private Offering on a monthly basis.

3

March 2026 Dividends

On March 31, 2026, the Company declared dividends in the amount of $0.1449 per share for each class of its outstanding Common Shares. The dividends for each class of Common Shares were payable to shareholders of record immediately following the close of business on March 31, 2026 and were paid in cash or reinvested in the Company's Common Shares through the Company's Dividend Reinvestment and Direct Share Purchase Plan ("DRIP") on April 15, 2026.

Dividend Reinvestment and Direct Share Purchase Plan

For the March 31, 2026 declared dividends described above, holders of Common Shares and holders of Class I and Class A OP Units of the Operating Partnership have elected 11.0% 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 April 15, 2026.

The following table lists the Common Shares issued and total dividends reinvested as of March 31, 2026 under the DRIP for each class of Common Shares:

Common Shares

Total

Share Class (a)

Issued

Reinvestment

Class I Common Shares

213,222

(b)

$

5,751,000

(b)

Class A Common Shares

203,115

(c)

5,479,000

(c)

Class D Common Shares

585

16,000

Total

416,922

$

11,246,000

(a)
As of March 31, 2026, the Company had not issued any Class S Common Shares under the DRIP.
(b)
Includes the issuance of 65,243 Class I Common Shares totaling $1.8 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' elections.
(c)
Includes the issuance of 2,392 Class A Common Shares totaling $65,000 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 the Class I, Class A 721, and Class D OP Units may elect to reinvest their cash distributions into our Class I Common Shares and holders of the Class ER-I, Class ER-A, Class ER-S, and Class ER-D Common Shares of the Company will have their cash dividends from the Company reinvested in the Company's Class I, Class A, Class S, and Class D Common Shares, respectively.

Exchangeright Income Fund published this content on April 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 28, 2026 at 19:01 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]