UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

EXCHANGERIGHT INCOME FUND

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On October 5, 2026, ExchangeRight Income Fund, a Maryland statutory trust (the “Company”), which is the general partner of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), which is the operating partnership of the Company, entered into an amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of April 4, 2022 (as so amended, the “Partnership Agreement”), to designate and create two new series of the existing class of the NLP Common Units of the Operating Partnership (each, a “Series”), as further described below. The amendment to the Partnership Agreement was effectuated pursuant to an Amendment to Classify Common Units dated October 5, 2026 (the “Amendment”) authorized pursuant to Section 4.3 of the Partnership Agreement and approved by the Company as the general partner of the Operating Partnership and became effective upon execution. The Amendment did not require the approval of the limited partners of the Operating Partnership.

The new Series described herein are being created to facilitate the acquisition by the Operating Partnership of certain net-leased portfolios organized as Delaware statutory trusts (“DSTs”) through the issuance of units of the Series as consideration for the acquisition of such DSTs to support the Operating Partnership’s anticipated future growth. Pursuant to the Amendment, the Series of NLP Common Units created pursuant to the Amendment generally have the rights, preferences, and obligations set forth below.

Terms of the NLP 51 and NLP 53 Common Units

The Series are new separate series of the existing class of the NLP Common Units of the Operating Partnership, which also constitute Junior Units of the Operating Partnership (as defined in the Partnership Agreement), entitling the holder thereof to the rights of a common unit as provided in the Partnership Agreement. In this regard, pursuant to the Amendment the following Series of NLP Common Units were created, each having the following designations: (i) NLP 51 Common Units; and (ii) NLP 53 Common Units. Each Series of NLP Common Units designated above is considered a separate Series of NLP Common Units for purposes of the Partnership Agreement, entitling the holders of each Series, except as otherwise set forth in the Amendment, with the rights and obligations of the holders of an NLP Common Unit.

With respect to distributions payable to Junior Units under the Partnership Agreement, the holders of each Series designated above are entitled to share in amounts distributable to the holders of Junior Units, with the amount(s) of such distribution(s) to the holders of each such Series to be determined by the Company, as general partner, in its sole and absolute discretion. The Company, as general partner, will have the authority, exercisable in its sole and absolute discretion, and without the approval of any limited partner or any other person, to determine or change, at any time or from time to time, the amount or rate of, or manner of calculating, the distribution(s) payable to holders of each such Series designated above. Each distribution payable to the holders of each such Series will be made among such holders, pro rata, in accordance with their respective percentage interests in the applicable Series, in each case as of the record date for such distribution. The amount of any distribution payable to a holder of a Series designated above may be different than the amount of any distribution payable to the holders of any other class or series of Junior Units.

The holders of each Series of NLP Common Units designated above 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.

Notwithstanding any contrary provision in the Partnership Agreement, the holders of each Series of the NLP Common Units designated above will not have any redemption rights as set forth in Section 8.5 of the Partnership Agreement. The Company, as the general partner, will have the authority, exercisable at any time in its sole and absolute discretion, and without the approval or consent of any limited partner or any other person, to provide redemption rights pursuant to Section 8.5 of the Partnership Agreement to the holders of one or more of the Series designated above. Upon a determination by the Company to provide redemption rights, the Company will give prompt written notice thereof to each holder of the Series to which redemption rights are granted, but in no event later than five business days after the date the Company takes action to provide such redemption rights.

Except as otherwise described above, each Series of the NLP Common Units designated above have all the other rights, preferences, and obligations of the common units under the Partnership Agreement.

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished with this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.