Medalist REIT Files 8-K on Agreements and Equity Sales

TL;DR

Medalist REIT dropped an 8-K: material agreement, equity sales, and financials filed. August 8th was busy.

AI Summary

Medalist Diversified REIT, Inc. filed an 8-K on August 11, 2025, reporting on an entry into a material definitive agreement, unregistered sales of equity securities, and financial statements/exhibits. The filing date indicates events occurred on August 8, 2025. The company is incorporated in Maryland and headquartered in Richmond, VA.

Why It Matters

This 8-K filing signals significant corporate actions by Medalist Diversified REIT, Inc., potentially impacting its financial structure and investor holdings.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate changes or financing activities that carry inherent risks.

Key Numbers

• 001-38719 — SEC File Number (Identifies the company's filing history with the SEC.)
• 0001654595 — Central Index Key (Unique identifier for the company in the SEC's EDGAR system.)

Key Players & Entities

• Medalist Diversified REIT, Inc. (company) — Registrant
• August 8, 2025 (date) — Earliest event reported
• August 11, 2025 (date) — Date of report
• Maryland (jurisdiction) — State of incorporation
• Richmond, VA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ed Trading Symbol(s) Common Stock, $0.01 par value Nasdaq Capital Market MDR
• $10,000,000 — total consideration for the Property is $10,000,000 (the "Consideration"), subject to the p
• $150,000 — red to make an earnest money deposit of $150,000 ("Deposit") within three business days

Filing Documents

• mdrr-20250808x8k.htm (8-K) — 58KB
• mdrr-20250808xex10d1.htm (EX-10.1) — 64KB
• mdrr-20250808xex10d2.htm (EX-10.2) — 562KB
• 0001558370-25-010981.txt ( ) — 891KB
• mdrr-20250808.xsd (EX-101.SCH) — 4KB
• mdrr-20250808_def.xml (EX-101.DEF) — 3KB
• mdrr-20250808_lab.xml (EX-101.LAB) — 16KB
• mdrr-20250808_pre.xml (EX-101.PRE) — 10KB
• mdrr-20250808x8k_htm.xml (XML) — 5KB

01

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Entry into Exchange Agreement On August 8, 2025, Medalist Diversified REIT, Inc. (the "Company") and Medalist Diversified Holdings, LP, a Maryland limited partnership and the operating partnership (the "Operating Partnership") entered into an exchange agreement (the "Exchange Agreement") with Francis P. Kavanaugh, the Company's Chief Executive Officer, President, Treasurer and Secretary, pursuant to which Mr. Kavanaugh will exchange an aggregate of 240,004 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), on a one-for-one basis for an aggregate of 240,004 units of limited partnership interest (the "OP Units") in the Operating Partnership (the "Exchange"). Following the Exchange, Mr. Kavanaugh intends to purchase additional shares of Common Stock. The Exchange will help to ensure the Company's continued compliance with real estate investment trust qualifications, including the requirement that no more than 50% in value of the Company's outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals. Pursuant to the Agreement of Limited Partnership of the Operating Partnership, as amended, the OP Units are redeemable for cash or, at the Operating Partnership's option, shares of the Company's common stock on a one-for-one basis after a holding period of one-year from the date of the Exchange Agreement, pursuant to the terms of the Limited Partnership Agreement. Pursuant to the Company's Code of Business Conduct and Ethics, Audit Committee Charter and Related Person Transaction Policy, the Exchange was reviewed and approved by a majority of the Audit Committee of the Company's Board of Directors (the "Board") in addition to the approval by a majority of the Board. The foregoing description is only a summary of the material provisions of the Exchange Agreement and is qualified in its entirety by reference to the full text of the Exchange Agree

02

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES In connection with the Exchange, the Company issued 240,004 OP Units in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Cautionary Statements Regarding Forward-Looking Statements This Current Report on Form 8-K contains statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are not historical and are typically identified by such words as "believe," "expect," "anticipate," "intend," "estimate, "may," "will," "should" and "could" and include statements about the Exchange, future common stock purchases and the closing of the Acquisition. Forward-looking statements are based upon the Company's present expectations but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, adverse changes in the pricing of the Company's assets, disruptions associated with management internalizations, increased costs of, and reduced availability of, capital and those included in the Company's most recent Annual Report on Form 10-K and in the Company's other filings with the Securities and Exchange Commission. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description 10.1 Exchange Agreement, dated as of August 8, 2025, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, LP and Francis P. Kavanaugh Purchase and Sale Agreement, dated as of August 8, 2025, by and between Salisbury SC LLC and MDR Salisbury, LLC 10.2 Purchase and Sale Agreement, dated as of August 8, 2025, by and between Salisbury SC LLC and MDR Salisbury, LLC 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MEDALIST DIVERSIFIED REIT, INC. Dated: August 11, 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