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Private company

ExchangeRight Income Fund

American real estate investment trust based in Pasadena1

In its 2026 annual report the company says: “ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT, a Maryland statutory trust, is a self-administered real estate company, formed on January 11, 2019, focusing on investing in single-tenant, primarily investment-grade net-leased real estate. The Company is the sole general partner and a limited partner of the Operating Partnership.”4

Last updated Oct 21, 2026.

Overview

$92.9MRevenue, fiscal 20252
$1.9MNet income, fiscal 20252
  • IndustryReal Estate Investment Trusts1
  • HeadquartersPasadena, California1
  • Incorporated inMD3
  • Business address1055 E. Colorado Blvd., Suite 310, None, Pasadena, Ca 911063
  • Filer category, Emerging growth company3
  • Legal formBusiness Trust
  • Kind of organizationReal estate investment trust1

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ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT, a Maryland statutory trust, (the “Company”) is a self-administered real estate company, formed on January 11, 2019, focusing on investing in single-tenant, primarily investment-grade net-leased real estate. The Company, through its operating partnership, ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) owned 357 properties in 35 states (collectively, the “Trust Properties”) as of December 31, 2025. The Trust Properties are occupied by 40 different primarily national investment-grade necessity-based tenants as of December 31, 2025 and are additionally diversified by industry, geographic region, and lease term.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

43.4%Operating margin2
2.0%Net margin2
7.7%Revenue growth, 20252
0.6%Return on equity2
2.05×Debt to equity2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs98¢$91.0M
  • Profit2¢$1.9M

Out of $92.9M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$43.7M

Out of $43.7M of cash from operations.2

Financial statements

Revenue562$92.9M in 2025+40% since 2022
0$25.0M$50.0M$75.0M$100.0M2022: $66.5M$66.5M20222023: $82.7M$82.7M2023+24%2024: $86.3M$86.3M2024+4%2025: $92.9M$92.9M2025+8%
Operating income562$40.4M in 2025+58% since 2022
0$20.0M$40.0M$60.0M2022: $25.5M$25.5M20222023: $27.4M$27.4M2023+7%2024: $37.0M$37.0M2024+35%2025: $40.4M$40.4M2025+9%
Net income562$1.9M in 2025−47% since 2022
-$2.0M0$2.0M$4.0M2022: $3.6M$3.6M20222023: -$1.1M-$1.1M20232024: $2.8M$2.8M20242025: $1.9M$1.9M2025−32%
Fiscal year20212022202320242025
Revenue$66.5M5$82.7M6$86.3M2$92.9M2
Operating expenses$40.9M5$55.3M6$54.9M2$60.1M2
Operating income$25.5M5$27.4M6$37.0M2$40.4M2
Interest$20.6M5$29.2M5
Net income$3.6M5-$1.1M6$2.8M2$1.9M2
Earnings per share$0.285-$0.076$0.172$0.112
Earnings per share (diluted)$0.285-$0.076$0.172$0.112
Shares (weighted, basic)12.9M shares515.3M shares616.1M shares216.6M shares2
Shares (weighted, diluted)12.9M shares515.3M shares616.1M shares216.6M shares2

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What it owns

What ExchangeRight Income Fund reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$224.1M2 Dec 31, 2025$226.8M2 Dec 31, 2024−1.2%
Operating-lease assets (leased space)$4.8M2 Dec 31, 2025$4.7M2 Dec 31, 2024+1.1%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$1.1B2 Dec 31, 2025$1.1B2 Dec 31, 2024−1.3%
Real estate investments, at cost$1.2B2 Dec 31, 2025$1.2B2 Dec 31, 2024+1.0%
Real estate accumulated depreciation$115.9M2 Dec 31, 2025$89.6M2 Dec 31, 2024+29.4%
Real estate properties3572 Dec 31, 20253626 Dec 31, 2024−1.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$10.7M2 Dec 31, 2025$9.3M2 Dec 31, 2024+14.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$111.4M2 Dec 31, 2025$109.1M2 Dec 31, 2024+2.1%
Accumulated amortization$53.7M2 Dec 31, 2025$43.9M2 Dec 31, 2024+22.2%
Finite-lived intangibles, net$57.7M2 Dec 31, 2025$65.1M2 Dec 31, 2024−11.5%

Properties, in its own words

For an overview of our real estate investments, see “Item 1 - Business- Real Estate Investments” above.

Item 2 of the 10-K filed Feb 26, 2026.4

Leadership

Who has led ExchangeRight Income Fund, and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Steenis David Van2023

Chief operating officer

  1. Louis Swingrover2023
2025
Board members and other officers (5)

Former names

  • ExchangeRight Essential Income StrategyMay 26, 2020 to Jun 9, 20223
  • ExchangeRight Income Fund, a Maryland statutory trustMar 22, 2019 to Mar 22, 20193

Timeline

  1. Oct 14, 20268-K Executive or director change18
  2. Oct 7, 20268-K Entered a material agreement19
  3. Oct 6, 20268-K Entered a material agreement20
  4. Oct 6, 20268-K Unregistered sale of shares21
  5. Sep 21, 20268-K Other events22
  6. Sep 18, 20268-K Unregistered sale of shares23
  7. Sep 11, 20268-K Unregistered sale of shares24
  8. Aug 25, 20268-K Other events25
  9. Aug 5, 20268-K Unregistered sale of shares26
  10. Jul 22, 20268-K Other events27
  11. Jul 7, 20268-K Unregistered sale of shares28
  12. Jun 24, 20268-K Other events29

Filings

172 filings to the SEC since October 2021: 3 annual reports, 10 quarterly reports, 104 major events, 32 insider forms, 10 private raises, 13 other. The latest 20:

  1. Oct 14, 20268-K EDGAR
  2. Oct 9, 20264 EDGAR
  3. Oct 9, 20264 EDGAR
  4. Oct 9, 20264 EDGAR
  5. Oct 8, 20264 EDGAR
  6. Oct 8, 20264 EDGAR
  7. Oct 7, 20268-K EDGAR
  8. Oct 6, 20268-K EDGAR
  9. Oct 6, 20268-K EDGAR
  10. Sep 21, 20268-K EDGAR
  11. Sep 18, 20268-K EDGAR
  12. Sep 11, 20268-K EDGAR
  13. Aug 25, 20268-K EDGAR
  14. Aug 6, 20264 EDGAR
  15. Aug 6, 20264 EDGAR
  16. Aug 6, 20264 EDGAR
  17. Aug 5, 20268-K EDGAR
  18. Aug 3, 20264 EDGAR
  19. Aug 3, 20264 EDGAR
  20. Aug 3, 20264 EDGAR

The 172 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

2 open-market trades by officers, directors and large owners since October 2021: 2 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 1, 2024Thomas WarrenDirectorBuy1,852$28.70$53.2KForm 4
Mar 1, 2024Thomas WarrenDirectorBuy1,852$28.70$53.2KForm 4

From Forms 4 filed with the SEC.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Aug 2, 2024Raised $702,248 in a private offering of equity Form D: $100 million offered in all Form D
  2. Nov 15, 2023Raised $3 million in a private offering of equity Form D: $500 million offered in all Form D
  3. Oct 23, 2023Filed a private offering of equity Form D: named in the filing: Warren Thomas, Joshua Ungerecht, David Fisher Form D
  4. Jun 8, 2023Filed a private offering of equity Form D: $11.4 million offered in all Form D
  5. Jul 24, 2019Raised $438.3 million in a private offering of securities Form D: $2.2 billion offered in all Form D

SEC filer profile

How ExchangeRight Income Fund is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARExchangeRight Income Fund1
  • CIK0001771514
  • Employer ID (EIN)36-77293604
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inMaryland4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1055 E. Colorado Blvd., Suite 310, None, Pasadena, CA 911061
  • Phone85531744481
  • Shares outstanding9,968,296 Common Class A shares; 5,702,418 Common Class I shares; 102,887 Common Class D shares; 845,121 Common Class ER-I shares; 245,309 Common Class ER-A shares; 43,654 Common Class ER-D shares as of Feb 25, 20264
  • Public float$0 as of Dec 31, 20252
  • AuditorGRANT THORNTON LLP, New York, New York PCAOB ID 248; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceMar 22, 20191
  • Filings175 in all: 8-K (104), 4 (23), 10-Q (10), 3 (8), D/A (8), D (5), UPLOAD (5), 10-K (3)1
    All 14 form types

    CORRESP (3), 10-12G/A (2), 10-12G (1), 4/A (1), 8-A12G (1), NT 10-K (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Latest 8-K (8-K) Oct 14, 2026

Risk factors and legal proceedings

The risks ExchangeRight Income Fund names in Item 1A of its 10-K filed Feb 26, 2026: 76 risks under these headings, as written.4

  • Our business, financial condition and results of operations are subject to numerous risks and uncertainties. Below is a summary of the principal factors that make an investment in our Common Shares speculative or risky. This summary does not address all of the risks that we face and should be read in conjunction with the full risk factors contained below in this “Risk Factors” section in this Annual Report on Form 10-K.
  • Risks Related to Our Business and Real Estate
  • Our business depends on our tenants successfully operating their businesses and satisfying their obligations to us.
  • Global and domestic economic and market conditions could have a significant adverse effect on our business, financial condition and results of operations.
  • Illiquidity of real estate investments and restrictions imposed by the Code could significantly impede our ability to respond to adverse changes in the performance of our properties.
  • We are subject to risks associated with the current interest rate environment and continued elevated interest rates may negatively impact us.
  • The aggregate effects of elevated levels of inflation may adversely affect our financial condition, cash flows and results of operations.
  • Our assessment that certain businesses are e-commerce resistant and recession-resilient may prove to be incorrect.
  • We are subject to risks related to commercial real estate ownership that could reduce the value of our properties.
  • Our revenues and expenses are not directly correlated, and because a large percentage of our expenses are fixed, we may not be able to lower our cost structure to offset declines in our revenue.
  • We could be subject to increased property-level operating expenses.
  • We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
The other 65 risks
  • Our financial monitoring and periodic site inspections may fail to mitigate the risk of tenant defaults, and if a tenant defaults, we may experience difficulty or a significant delay in re-leasing or selling the property.
  • We are subject to risks related to tenant concentration, and an adverse development with respect to a large tenant, such as a tenant declaring bankruptcy, could materially and adversely affect us.
  • Credit ratings may prove to be inaccurate or be unavailable for a tenant.
  • We face significant competition for tenants, which may decrease the occupancy and rental rates of our properties.
  • We face significant competition for acquisitions, which may reduce the number of acquisitions we are able to complete, which may impede our growth and increase the costs of these acquisitions.
  • We may be unable to complete certain acquisitions of the identified ExchangeRight DST Portfolios or the other identified properties included in the Identified Trust Properties.
  • We may not acquire all of the properties that are included among the Identified Trust Properties.
  • We may acquire portfolios of properties, which may result in the acquisition of individual properties that do not otherwise meet our investment standards, including properties that are vacant.
  • The fair value for the Identified Trust Properties at the time of identification was determined by the Trustee using various valuation methodologies and not by an independent appraiser, and as a result the fair value for any single property may not necessarily correspond to realizable market value.
  • The value of the Identified Trust Properties may fluctuate before we can complete the purchase of any or all of those properties.
  • We may only obtain limited warranties when we purchase a property and may only have limited recourse in the event our due diligence did not identify any issues that lower the value of the property.
  • As the Operating Partnership acts as the guarantor on certain master lease agreements for which ExchangeRight is the master lessee, the Operating Partnership is responsible for payment under these leases in the case of nonperformance by ExchangeRight.
  • Eminent domain could lead to material losses.
  • Covenants, conditions, and restrictions may restrict the uses of our properties.
  • We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, and our future acquisitions may not yield the returns we expect.
  • As we continue to acquire properties, we may decrease or fail to increase the diversification of our portfolio.
  • We own properties located in certain states that are particularly susceptible to various natural disasters including, without limitation, windstorms, floods, hurricanes, earthquakes, tornadoes and other natural disasters indigenous to those states.
  • Climate change, natural disasters or health crises could adversely affect our properties and business.
  • Some of our properties are leased to tenants or have lease guarantors that are not rated by a major rating agency.
  • If a major tenant declares bankruptcy, we may be unable to collect balances due under relevant leases.
  • We are exposed to risks related to increases in market lease rates and inflation, as income from long-term leases is our primary source of cash flows from operations.
  • Real estate taxes may increase, and any such increases may not be paid for by our tenants.
  • Challenging conditions in the real estate market could increase vacancy rates.
  • As leases expire, we may be unable to renew those leases or re-lease the space on favorable terms or at all.
  • We may be unable to secure funds for future tenant improvements or other capital needs.
  • REIT distribution requirements limit our ability to retain cash.
  • In the future, if we do not generate sufficient earnings and cash flow from operations, we may have to lower our distributions or risk paying distributions to our shareholders from sources other than cash flow from operations.
  • We may be unable to sell a property when we desire to do so.
  • We may be negatively affected by potential development and construction delays.
  • Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect us.
  • If we sell properties and provide financing to purchasers, we will be subject to the risk of default by the purchasers.
  • The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions and make additional investments.
  • Risks Related to Our Organizational Structure
  • We are a holding company with no direct operations and will rely on funds received from our Operating Partnership to pay liabilities and make any distributions declared by our Trustee.
  • Conflicts of interest could arise between the interests of our shareholders and the interests of holders of OP Units, which may impede business decisions that could benefit our shareholders.
  • Our success depends on key personnel of ExchangeRight whose continued service is not guaranteed and each of whom would be difficult to replace.
  • There is no public trading market for our Common Shares; therefore, your ability to dispose of your shares will likely be limited.
  • We face risks associated with the deployment of our capital.
  • Our growth strategy depends on external sources of capital which may not be available to us on commercially reasonable terms or at all.
  • Valuations and appraisals of our real estate are estimates of fair value and may not necessarily correspond to realizable value.
  • NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.
  • Your interest in us may be diluted if we issue additional Common Shares or Operating Partnership interests.
  • In the future, we may choose to acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in shareholder dilution and limit our ability to sell such assets.
  • Many of the properties we intend to acquire are currently owned and managed by affiliates of the Trustee.
  • There are risks involved in acquiring unidentified properties.
  • Our Trustee may change our investment policies without shareholder approval.
  • Our Trustee may change our financing policies without shareholder approval, and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
  • Shareholders are bound by the vote of other shareholders on matters on which they are entitled to vote, and shareholders will not have the right to vote on certain mergers, consolidations and conversions of the Company.
  • If shareholders do not agree with the decisions of our Trustee, they only have limited control over changes in our policies and operations and may not be able to change such policies and operations.
  • Our Trustee may be removed only under limited circumstances.
  • The Company’s rights, and the rights of shareholders, to recover claims against our officers and our Trustee are limited.
  • Our Declaration of Trust contains a provision that expressly permits our Trustee, our officers and ExchangeRight, and their affiliates, to compete with us.
  • The special limited partner of the Operating Partnership will be entitled to incentive distributions from our Operating Partnership only if the Operating Partnership’s investors have received a return of capital plus a 7% cumulative, non-compounded annual return, which may discourage ExchangeRight from facilitating a transaction that would provide liquidity for our common shareholders.
  • The limit on the number of Common Shares a person may own may discourage a takeover that could otherwise result in a premium price to our shareholders.
  • If we are required to register as an investment company under the Investment Company Act, we would not be able to operate our business according to our business plan, which may significantly reduce the value of our shareholders’ investment returns.
  • We are an “emerging growth company,” and as such, we have reduced reporting requirements as compared to other public companies, including those relating to auditor’s attestation reports on the effectiveness of our system of internal control over financial reporting, accounting standards and disclosures regarding the executive compensation of our executive officers.
  • We have elected to avail ourselves of the extended transition period for adopting new or revised accounting standards available to emerging growth companies under the JOBS Act and will, therefore, not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, which could make our Common Shares less attractive to investors.
  • We are subject to the requirements of the Sarbanes-Oxley Act.
  • Legislative or regulatory action could adversely affect the returns to our investors.
  • Risks Related to Our Secured Lending
  • If our mezzanine loan with ExchangeRight under the RSLCA is not extended past its original maturity date, our liquidity may be adversely affected.
  • Bankruptcy of ExchangeRight or any tenant of a property owned by the entity pledged to secure the RSLCA, as defined below, may adversely affect the value of the ExchangeRight Secured Loans.
  • Investments may include intercompany or affiliate investments.
  • Foreclosure on properties may result in insufficient funds.
  • The value of our ExchangeRight RSLCA, as defined below, may be impaired, and we may be unable to realize any value upon the foreclosure of the pledges securing the ExchangeRight Secured Loans due to the terms of the underlying mortgage loans.
  • The failure of a secured loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.
  • Risks Related to Our Indebtedness
  • Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing, including an inability to refinance existing indebtedness.

Legal proceedings

We and our Trustee may from time to time be a party to legal proceedings which arise in the ordinary course of our business. The Company’s management is not aware of any current or pending legal proceedings to which we or any of our subsidiaries, or the Trustee, are a party or to which any of our property is subject, the outcome of which would, in management’s judgment based on information currently available, have a material adverse effect on our results of operations or financial condition, nor is management aware of any such legal proceedings contemplated by governmental authorities.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
    SEC EDGAROther events
  23. 23
  24. 24
  25. 25
    SEC EDGAROther events
  26. 26
  27. 27
    SEC EDGAROther events
  28. 28
  29. 29
    SEC EDGAROther events