Medalist REIT Files 8-K: Director/Officer Changes & Compensation

TL;DR

Medalist REIT updated its board and exec team, effective Jan 31. Check the details.

AI Summary

Medalist Diversified REIT, Inc. filed an 8-K on February 6, 2025, reporting changes effective January 31, 2025. The filing covers the departure of directors, election of new directors, appointment of officers, and details on compensatory arrangements. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and investor relations.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with compensatory arrangements, can introduce uncertainty and potential shifts in company strategy.

Key Players & Entities

• Medalist Diversified REIT, Inc. (company) — Registrant
• January 31, 2025 (date) — Effective date of reported events
• February 6, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ed Trading Symbol(s) Common Stock, $0.01 par value Nasdaq Capital Market MDR
• $1,250,000 — ares for an aggregate purchase price of $1,250,000. Mr. Carlson will be compensated as a n

Filing Documents

• mdrr-20250131x8k.htm (8-K) — 44KB
• mdrr-20250131xex99d1.htm (EX-99.1) — 10KB
• mdrr-20250131xex99d1001.jpg (GRAPHIC) — 7KB
• 0001558370-25-000685.txt ( ) — 191KB
• mdrr-20250131.xsd (EX-101.SCH) — 4KB
• mdrr-20250131_def.xml (EX-101.DEF) — 3KB
• mdrr-20250131_lab.xml (EX-101.LAB) — 16KB
• mdrr-20250131_pre.xml (EX-101.PRE) — 10KB
• mdrr-20250131x8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 31, 2025, the Board of Directors (the "Board") of Medalist Diversified REIT, Inc. (the "Company") appointed Marc Carlson, as a Class II director of the Company, effective immediately. Mr. Carlson will serve as a Class II director until the 2025 Annual Meeting of Stockholders and will stand for re-election at that meeting. Mr. Carlson is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a director. As required to be disclosed under Item 404(a) of Regulation S-K, Mr. Carlson participated as an investor in the Company's December 13, 2024 private placement (the "Private Placement") of the Company's common stock, par value $0.01 ("Common Shares"). Mr. Carlson purchased 100,000 Common Shares for an aggregate purchase price of $1,250,000. Mr. Carlson will be compensated as a non-employee director in accordance with the Company's non-employee director compensation policies as most recently described in the Company's 2024 Proxy Statement and as updated from time to time. Mr. Carlson was appointed to serve on the Compensation Committee of the Board. In connection with Mr. Carlson's appointment, the Board increased its size to seven directors effective January 31, 2025.

01

Item 7.01 Regulation FD Disclosure. On February 6, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information, including the press release, furnished under this Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated February 6, 2025 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEDALIST DIVERSIFIED REIT, INC. Dated: February 6, 2025 By: /s/ C. Brent Winn, Jr. C. Brent Winn, Jr. Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR