The nontraded REIT paid $65,000 in selling commissions on the transaction, marking a shift from its recent commission-free Class D sales.

June 3, 2026

ExchangeRight Income Fund, operating as ExchangeRight Essential Income REIT, sold 34,106 Class ER-A Common Shares on May 28, 2026, generating approximately $1 million in gross proceeds. The shares were priced based on per-share value as of each respective issuance date.

A Notable Shift in Fee Structure

The company paid aggregate selling commissions of $65,000 in connection with the transaction — a detail that distinguishes this sale from ExchangeRight’s recent Class D share activity, which was reported without associated commissions. The presence of selling commissions reflects the differing fee structures across the REIT’s various share classes.

Ongoing Private Placement

The sale was conducted under the Pasadena, California-based REIT’s continuous private placement offering of up to $2.165 billion in common shares of beneficial interest. The offering encompasses eight share classes — Class I, Class A, Class S, Class D, and their corresponding ER-designated counterparts — and relies on exemptions from federal securities registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(c) of Regulation D.

Continued Capital Momentum

This transaction continues a steady stream of capital-raising activity at the REIT. The company recently reported that total capital raised through the offering had surpassed $531 million as of April 30, 2026, following earlier Class D share sales including the sale of 15,229 shares for $418,000 in early April and the sale of 14,749 shares for $405,000 in early March.

ExchangeRight continues to classify itself as an emerging growth company and does not have any securities listed on a public exchange.

Risk Factors

As with prior disclosures, the company outlined a range of risk factors that could affect future performance. These include real estate–specific risks such as tenant defaults, asset illiquidity, environmental liability, and natural disaster exposure, alongside broader economic concerns including inflation, interest rate fluctuations, and credit market volatility. The company also noted risks tied to maintaining its REIT tax qualification, its limited operating history under the REIT structure, cybersecurity vulnerabilities, and the potential dilutive impact of future share issuances.