Material Event Form 8 K

Item 8.01 Other Events.

October 2024 Dividends

On October 31, 2024, ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT (the "Company"), declared dividends in the amount of $0.1449 per share for each class of its outstanding common shares of beneficial interest ("Common Shares"). The dividends for each class of Common Shares were payable to shareholders of record immediately following the close of business on October 31, 2024 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 or around November 15, 2024.

Status of Private Offering

The Company is currently conducting a private placement offering on a continuous basis of up to $2.165 billion of Common Shares (the "Private Offering"). Pursuant to the Private Offering, the Company is offering its Class I, Class A, Class ER, and Class S Common Shares. As of October 31, 2024, the Company has issued an aggregate of 17,376,526 Common Shares in the Private Offering for total consideration of $475.4 million. Of these issued Common Shares, 5,888,608 Class I Common Shares, 10,212,957 Class A Common Shares, and 143,613 Class ER Common Shares remained outstanding as of October 31, 2024. The following table lists the Common Shares issued and total consideration received to date in the Private Offering for each class of Common Shares as of October 31, 2024:

		Common Shares			Total
Share Class		Issued			Consideration
Class I			6,588,796			$	172,982,000
Class A			10,644,117				295,967,000
Class ER			143,613				6,442,000
Class S			-				-
Total for Private Offering			17,376,526			$	475,391,000

Dividend Reinvestment and Direct Share Purchase Plan

For the October 31, 2024 declared dividends described above, holders of Common Shares and holders of Class I OP Units of the Operating Partnership have elected 11.0% of the aggregate declared dividends on Common Shares and distributions on Class I 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 November 15, 2024.

The following table lists the Common Shares issued and total dividends reinvested as of October 31, 2024 under the DRIP for each class of Common Shares:

		Common Shares			Total
Share Class		Issued			Reinvestment
Class I			74,669		(a)	$	2,005,000		(a)
Class A			77,174				2,181,000
Class S			-				-
Total			151,843			$	4,186,000

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 and Class A 721 OP Units and Class ER Common Shares may elect to reinvest their cash distributions into our Class I Common Shares.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K other than historical facts may be considered "forward-looking statements," and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. For these statements, the Company claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "estimates", "projects", "anticipates", "believes", "expects", "intends", "future" and words of similar import, or the negative thereof. Forward-looking statements in this report include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, and other matters. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

Any such forward-looking statements are subject to unknown risks, uncertainties and other factors, which in some cases are beyond the Company's control and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide distributions to shareholders and maintain the value of our real estate properties, may be significantly hindered.

Factors that could cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to: risks inherent in the real estate business, including tenant defaults, illiquidity of real estate investments, potential liability relating to environmental matters and potential damages from natural disasters; general business and economic conditions; the accuracy of our assessment that certain businesses are e-commerce resistant and recession-resilient; the accuracy of the tools we use to determine the creditworthiness of our tenants; concentration of our business within certain tenant categories; ability to renew leases, lease vacant space or re-lease space as existing leases expire; our ability to successfully execute our acquisition strategies; the degree and nature of our competition; inflation and interest rate fluctuations; failure, weakness, interruption or breach in security of our information systems; our failure to generate sufficient cash flows to service our outstanding indebtedness; continued volatility and uncertainty in the credit markets and broader financial markets; our ability to maintain our qualification as a real estate investment trust ("REIT") for federal income tax purposes; our limited operating history as a REIT, which may adversely affect our ability to make distributions to our shareholders; changes in, or the failure or inability to comply with, applicable laws or regulations; and future sales or issuances of our Common Shares or other securities convertible into our Common Shares, or the perception thereof, could cause the value of our Common Shares to decline and could result in dilution.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company's reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the SEC and available at the SEC's Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

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