The nontraded REIT’s latest transaction is part of a broader private placement targeting up to $2.165 billion across multiple share classes.

March 6, 2026

ExchangeRight Income Fund, operating under the name ExchangeRight Essential Income REIT, sold 14,749 Class D Common Shares on March 1, 2026, generating approximately $405,000 in gross proceeds. The transaction was conducted as part of the company’s ongoing private placement offering of common shares of beneficial interest.

A Multi-Billion-Dollar Capital Raise

The Pasadena, California-based real estate investment trust is currently running a continuous private offering of up to $2.165 billion across multiple share classes, including Class I, Class A, Class S, Class D, and their corresponding ER-designated counterparts. The Class D shares in this transaction were priced based on per-share value as of the issuance date, and the offering relies on exemptions from federal securities registration under Rule 506(c) of Regulation D.

ExchangeRight has classified itself as an emerging growth company and does not have securities listed on any public exchange.

Risk Factors and Strategic Considerations

As a nontraded REIT, ExchangeRight has identified several factors that could influence its future performance. These include challenges inherent to real estate investing — such as tenant defaults, asset illiquidity, environmental liability, and natural disaster exposure — as well as broader macroeconomic pressures including inflation, interest rate volatility, and cybersecurity threats.

The company also acknowledged risks tied to maintaining its REIT tax qualification, its relatively limited operating history under the REIT structure, and the potential dilutive effect of future share issuances on current shareholders. Its investment thesis depends in part on correctly identifying tenants and property categories resilient to e-commerce disruption and economic downturns.

Leadership

The report was authorized by David Fisher, Executive Managing Principal, on March 5, 2026.