Medalist Diversified Reit, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ed Trading Symbol(s) Common Stock, $0.01 par value Nasdaq Capital Market MDR
• $7,900,000 — nsideration for the Parkway Property is $7,900,000 (the "Consideration"), subject to the p
• $100,000 — red to make an earnest money deposit of $100,000 within three business days of the Effec
• $14,700,000 — line of credit in the maximum amount of $14,700,000.The Company, the Operating Partnership

Filing Documents

• mdrr-20251229x8k.htm (8-K) — 50KB
• mdrr-20251229xex10d1.htm (EX-10.1) — 410KB
• 0001104659-25-125249.txt ( ) — 634KB
• mdrr-20251229.xsd (EX-101.SCH) — 3KB
• mdrr-20251229_def.xml (EX-101.DEF) — 3KB
• mdrr-20251229_lab.xml (EX-101.LAB) — 16KB
• mdrr-20251229_pre.xml (EX-101.PRE) — 10KB
• mdrr-20251229x8k_htm.xml (XML) — 5KB

01

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 29, 2025, (the "Effective Date"), MDR Parkway, LLC, a Delaware limited liability company ("MDR Parkway"), a wholly-owned subsidiary of Medalist Diversified REIT, Inc., a Maryland corporation (the "Company") and PMI Parkway, LLC, a Delaware limited liability company not affiliated with the Company (together with MDR Parkway, the "Sellers"), entered into a Purchase and Sale Agreement (the "Parkway Purchase and Sale Agreement"), with Club Forest International Parkway, LLC, a Virginia limited liability company (the "Purchaser"), whereby the Purchaser agreed to acquire (the "Acquisition") the property located at 2697 International Parkway, Virginia Beach, Virginia, commonly known as the Parkway Property (the "Parkway Property"). The total consideration for the Parkway Property is $7,900,000 (the "Consideration"), subject to the prorations and adjustments described in the Parkway Purchase and Sale Agreement. The Consideration is to be paid by the Purchaser to the Sellers at the Closing (as that term is defined in the Parkway Purchase and Sale Agreement). The Purchaser is required to make an earnest money deposit of $100,000 within three business days of the Effective Date. The Parkway Purchase and Sale Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. The Acquisition is expected to close within 90 days. Several conditions to closing on the Acquisition remain to be satisfied, and there can be no assurance that the Purchaser will complete the transaction on the general terms described above or at all. The foregoing description of the Parkway Purchase and Sale Agreement is qualified in its entirety by reference to the Parkway Purchase and Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by refe

02

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT On December 30, 2025, using cash on hand and the proceeds from previously announced property dispositions, the Company completed the repayment in full all outstanding indebtedness under and terminated (i) the Loan Agreement (the "Loan Agreement"), dated as of July 18, 2025, by and between MDRR XXV Depositor 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, and Farmers and Merchants Bank of Long Beach ("Farmers"), (ii) the Continuing Guaranty, dated as of July 18, 2025, by the Company in favor of Farmers (the "Company Guaranty") and (iii) the Continuing Guaranty, dated as of July 18, 2025, by Medalist Diversified Holdings, LP (the "Operating Partnership") in favor of Farmers (the "Operating Partnership Guaranty"). All obligations of the Company, the Operating Partnership and their subsidiaries under the Loan Agreement, the Company Guaranty and the Operating Partnership Guaranty were released (other than with respect to customary provisions and agreements that are expressly specified to survive the termination). The Loan Agreement provided for a line of credit in the maximum amount of $14,700,000.The Company, the Operating Partnership and their subsidiaries did not incur any material early termination penalties as a result of such terminations. The terms of the Loan Agreement, the Company Guaranty and the Operating Partnership Guaranty are summarized in the Company's Current Report on Form 8-K (File No. 001-38719 ) filed with the Securities and Exchange Commission on July 18, 2025, which is incorporated herein by reference. .

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description 10.1 Purchase and Sale Agreement, dated as of December 29, 2025, by and among MDR Parkway, LLC, PMI Parkway, LLC and Club Forest International Parkway, 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: December 30, 2025 By: /s/ C. Brent Winn, Jr. C. Brent Winn, Jr. Chief Financial Officer

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