SEC Form 4 · accession 0001193125-26-337185
ExchangeRight Income Fund
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren Thomas
Director
Period of report
Aug 5, 2026
Accepted (ET)
Aug 6, 2026 · 11:00 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001771514
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| NLP 27 Common UnitsF1,F2,F3 | — | Aug 5, 2026 | A | 5,182 | A | — | — | Class I Common Shares | — | 5,182 | I |
Explanation of responses
- F1The reported NLP Common Units (the "Units") were issued pursuant to the Amendment to Classify Common Units dated March 18, 2026 to the Amended and Restated Limited Partnership Agreement (as amended, the "Partnership Agreement") of ExchangeRight Income Fund Operating Partnership, LP (the "Operating Partnership"). Under the Partnership Agreement, the holders of Units do not have any rights to convert their Units into units of any other class or series of units of, or any other securities or partnership interests in, the Operating Partnership. In addition, the holders of Units will not have any redemption rights under the Partnership Agreement, nor is any specific number of Common Shares of Beneficial Interest (the "Common Shares") of ExchangeRight Income Fund ("Registrant") deemed to underlie each Unit. However, the Units may be deemed to derive their value from the Class I Common Shares of the Registrant, and therefore are reported on this Form 4. The Units have no expiration date.
- F2Pursuant to that certain Agreement and Plan of Merger dated August 5, 2026 by and among ExchangeRight Net Leased Portfolio 27 DST, a Delaware statutory trust ("DST") and the Operating Partnership, on August 5, 2026, the Operating Partnership issued 5,181.5335 Units to the Reporting Person as the merger consideration in exchange for 0.33 Class 1 Beneficial Interests in the DST held by the Reporting Person.
- F3Represents Units held directly by W&R Thomas, LLC ("WRT"), which is a family limited liability company owned by Mr. Thomas and his spouse. Mr. Thomas is the managing member of WRT, and in this capacity exercises sole voting and dispositive power with respect to the securities held by WRT. Mr. Thomas disclaims beneficial ownership with respect to the securities directly held by WRT.
Remarks
Exhibit 24 - Power of Attorney