8-K - MDRR - Equibles

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

Date of Report (Date of earliest event reported): February 17, 2026 ( February 12, 2026 )

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-38719	47-5201540
(State or other jurisdiction of incorporation<br>or organization)	(Commission File Number)	(I.R.S. Employer <br>Identification No.)

P.O. Box 8436

Richmond , VA **** 23226

(Address of principal executive offices)

( 804 ) 338-7708

(Registrant’s telephone number, including area code)

None

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of each Exchange on Which Registered	Trading Symbol(s)
Common Stock, $0.01 par value	Nasdaq Capital Market	MDRR

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

As previously reported, wholly-owned subsidiaries (the “Borrower”) of Medalist Diversified Holdings, LP, a Maryland limited partnership and the operating partnership (the “Operating Partnership”) of Medalist Diversified REIT, Inc. (the “Company”) entered into a Credit Agreement, dated as of June 13, 2022 (the “Credit Agreement”), with Well Fargo Bank, National Association (the “Lender”), for a term loan (the “Term Loan”). On February 13, 2026, in connection with the disposition of the Greenbrier Business Center Property (as defined and described below), the Borrower, the Company and the Lender entered into the Fourth Amendment to the Credit Agreement (the “Credit Agreement Amendment), the Second Amended and Restated Term Note (the “Amended Term Note”), the Release of Guarantor (the “Release of Guarantor) and the Operating Partnership entered into the Continuing Guaranty (the “Guaranty” and together with the Credit Agreement Amendment, the Amended and Term Note and the Release of Guarantor, the “Amended Documents”). The Amended Documents make the following changes to the Credit Agreement:

●	Release the Company as a guarantor of payment of the Term Loan and replaces such guarantor with the Operating Partnership;
●	Reduces the monthly payment under the Term Loan from $103,348 to $30,000;
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●	Removes the requirement that Borrower maintain liquid assets of not less than $1,500,000;
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●	Removes as cross collateral for the Term Loan the Greenbrier Business Center Property; and
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●	Removes MDR Greenbrier, LLC as a Borrower.
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The foregoing description of the Credit Agreement Amendment, the Amended Term Note, the Release of Guarantor and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit Agreement Amendment, the Amended Term Note, the Release of Guarantor and the Guaranty, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 2.01	Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission by the Company on October 28, 2025, on October 27, 2025, MDR Greenbrier, LLC, a Delaware limited liability company (the “Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Agreement”), with CLM Acquisitions, LLC, a Virginia limited liability company (the “Purchaser”), whereby the Purchaser agreed to acquire from the Seller the property located 1244 Executive Boulevard, Chesapeake, VA, 23320, commonly known as Greenbrier Business Center (the “Greenbrier Business Center Property”).

On February 13, 2026, 2025, the Company closed on the sale of the Greenbrier Business Center Property (the “Disposition”). The total sales price of the Greenbrier Business Center Property was $11,000,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $7,000,000 from the proceeds from the sale of the Greenbrier Business Center Property to repay a portion of existing debt.

The foregoing description is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on October 28, 2025 and incorporated by reference herein.

The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Disposition and the consummation of prior dispositions, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

ITEM 3.03	Material Modification to Rights of Security Holders.

On February 12, 2026, the Company’s board of directors (the “Board”) authorized termination of the Company’s REIT election which when terminated will be effective January 1, 2026. The restrictions on ownership and transfer of Shares (as defined the in the Company’s Articles of Incorporation) set forth in Article VI of the Company’s Articles of Incorporation, including, without limitation, the “Aggregate Share Ownership Limit,” as defined therein, no longer apply.

On February 17, 2026, the Company filed a Certificate of Notice (the “Certificate of Notice”) with the State Department of Assessments and Taxation of Maryland (“MSDAT”) reflecting the Board’s determination that it is no longer in the best interests of the Company to continue to qualify as a REIT and that therefore the Aggregate Share Ownership Limit will no longer be in effect.

The foregoing summary of the material terms of the Certificate of Notice does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Certificate of Notice which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 17, 2026, the Company amended its Articles of Incorporation and Bylaws solely to change the corporate name from “Medalist Diversified REIT, Inc.” to “Medalist Diversified, Inc.” effective March 2, 2026. A copy of the Company’s Articles of Amendment, as filed with the MSDAT, and the Company’s First Amendment to Bylaws, are attached hereto as Exhibits 3.2 and 3.3, respectively, and are incorporated herein by reference. Trading of the Company’s common stock on the Nasdaq Capital Market under the new name will begin on March 2, 2026 under the existing trading symbol “MDRR.”

ITEM 7.01	Regulation FD Disclosure.

On February 17, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.2 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.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
3.1		Certificate of Notice, dated February 17, 2026
3.2		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc., dated February 17, 2026
3.3		First Amendment to Bylaws, dated February 17, 2026
10.1		Fourth Amendment to Credit Agreement, dated February 13, 2026
10.2		Second Amended and Restated Term Note, dated February 13, 2026
10.3		Release of Guarantor, dated February 13, 2026
10.4		Continuing Guaranty, dated February 13, 2026
99.1		Unaudited Pro Forma Financial Statements
99.2		Press Release, dated February 17, 2026
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: February 17, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

EXHIBIT 3.1

MEDALIST DIVERSIFIED REIT, INC.

CERTIFICATE OF NOTICE

THIS IS TO CERTIFY THAT:

FIRST: The Board of Directors of Medalist Diversified REIT, Inc., a Maryland corporation (the “Corporation”), pursuant to Section 7.7 of Article VII of the charter of the Corporation (the “Charter”), has determined that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a real estate investment trust for U.S. federal income tax purposes and, therefore, the Restriction Termination Date, as defined in Article IV of the Charter, has occurred.

SECOND: The undersigned acknowledges this Certificate of Notice to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Notice to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Chief Financial Officer on this 17th day of February 2026.

ATTEST:		MEDALIST DIVERSIFIED REIT, INC.
By:	/s/ C. Brent Winn, Jr.	By:	/s/ Francis P. Kavanaugh
Name:	C. Brent Winn, Jr.	Name:	Francis P. Kavanaugh
Title:	Chief Financial Officer	Title:	President and Chief Executive Officer

EXHIBIT 3.2

MEDALIST DIVERSIFIED REIT, INC.

ARTICLES OF AMENDMENT

Medalist Diversified REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) by deleting therefrom in its entirety the existing Article I, and inserting in lieu thereof, the following new Article I.

ARTICLE I

NAME

The name of the corporation (which is hereinafter called the “Corporation”) is:

MEDALIST DIVERSIFIED, INC.

SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(1) of the Maryland Corporations and Associations Code.

THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.

FOURTH: These Articles of Amendment shall become effective at 5:01 p.m., Eastern Time, on March 2, 2026 (the “Effective Time”).

FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Chief Financial Officer on this 17^th^ day of February 2026.

ATTEST:		MEDALIST DIVERSIFIED REIT, INC.
By:	/s/ C. Brent Winn, Jr.	By:	/s/ Francis P. Kavanaugh
Name:	C. Brent Winn, Jr.	Name:	Francis P. Kavanaugh
Title:	Chief Financial Officer	Title:	President and Chief Executive Officer

EXHIBIT 3.3

FIRST Amendment to the ****

BYLAWS OF

MEDALIST DIVERSIFIED REIT, INC.

1.	This First Amendment to the Bylaws of Medalist Diversified REIT, Inc. (the “Bylaws”) shall be effective as of March 2, 2026.

2.	All references in the Bylaws to Medalist Diversified REIT, Inc. or “Corporation” shall mean Medalist Diversified, Inc.

Except as set forth herein, the Bylaws shall remain in full force and effect.

Modification and or Assumption Agreement.dot

EXHIBIT 10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT CREDIT AGREEMENT (this “Amendment”) is made as of February 13, 2026, by and among MDR LANCER, LLC, a Delaware limited liability company (the “Borrower”); and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS:

A.Borrower and Bank entered into that certain Credit Agreement dated as of June 10, 2022, as modified and amended by that certain Amendment to Credit Agreement dated as of October 1, 2024, as further modified and amended by that certain Second Amendment to Credit Agreement dated as of April 28, 2025, as further modified and amended by that certain Third Amendment to Credit Agreement dated as of October 21, 2025 (as the same may have been further amended, supplemented, extended, renewed, restated or replaced from time to time, “Credit Agreement”), pursuant to which Bank agreed to make one or more extensions of credit (collectively, the “Loan”) to Borrower on the terms and conditions set forth in the Credit Agreement. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Credit Agreement.

B.The Loan is evidenced by one or more promissory notes made by Borrower payable to the order of Bank (collectively, as the same may have been amended, supplemented, extended, renewed, restated or replaced from time to time, the “Notes”).

C.Borrower and MDR Greenbrier, LLC, a Delaware limited liability company (“MDR Greenbrier”) have notified Bank of their intention to sell the real property commonly known as 1244 Executive Boulevard, Chesapeake, VA 23320 (the “Greenbrier Premises”) to a third party (the “Greenbrier Sale Transaction”). As a result, contemporaneously herewith, the Bank, Borrower and certain other parties have agreed (i) to deliver all or the relevant portion of the net proceeds of the Greenbrier Sale Transaction to the Bank to be applied in the manner described by Section 5(d) of this Amendment, (ii) to release that certain Deed of Trust given by MDR Greenbrier, as grantor, dated as of June 13, 2022 and recorded in Deed Book 10571, Page 0744 in the Clerk’s Office of the Circuit Court of the City of Chesapeake, Virginia, encumbering the Greenbrier Premises (the “Released Deed of Trust”) as collateral for the Loan, and (iii) to release and remove MDR Greenbrier as a co-borrower under the Loan.

D.Contemporaneously herewith, at Borrower’s request and pursuant to that certain Release of Guarantor of even date herewith, Bank has agreed to release Medalist Diversified REIT, Inc., a Maryland corporation (the “Released Guarantor”), as a guarantor of the Loan and to replace such guarantor with Medalist Diversified Holdings, L.P., a Delaware limited partnership (the “Replacement Guarantor”) as a new guarantor of the Loan.

E.Borrower has requested and Bank has agreed to amend the Credit Agreement to reflect (i) the release and removal of MDR Greenbrier as a co-borrower under the Loan, (ii) the release of the Released Deed of Trust as collateral for the Loan, and (iii) the replacement of Replacement Guarantor as a guarantor of the loan in the place of Released Guarantor, all subject to the terms and provisions of this Amendment. In connection therewith, the Borrower and Replacement Guarantor further desire to reaffirm their respective obligations, liabilities and indebtedness under the Loan Documents and the grant of security interests made therein or contemplated thereby.

F.Borrower and Bank now desire to execute this Amendment to set forth their agreements with respect to the above referenced matters.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions. All capitalized terms used in this Amendment will have the respective meanings assigned thereto in the Credit Agreement unless otherwise defined in this Amendment.

2.Amendment to Credit Agreement. Subject to the conditions precedent set forth herein, and in reliance on the representations and warranties set forth herein, the Credit Agreement is hereby amended as follows:

(a)MDR Greenbrier, LLC, a Delaware limited liability company, is hereby released as a Borrower under the Agreement and under all other Loan Documents. Accordingly, each occurrence of the term “Borrower” or “Borrowers” set forth in the Credit Agreement (or in the other Loan Documents shall mean MDR Lancer, LLC, a Delaware limited liability company.

(b)As used in the Credit Agreement, each occurrence of the term “Guarantor” (or in the other Loan Documents) shall mean Medalist Diversified Holdings, L.P., a Delaware limited partnership.

(c)The first sentence of Section 1.4 of the Credit Agreement is hereby deleted and replaced with the following text:

Borrower has granted to Bank a first lien deed of trust or mortgage encumbering the real property located at 1256 Highway 9 Bypass West, Lancaster, South Carolina 29720 (the “Real Property Collateral”).

(d)Section 4.9(d) of the Credit Agreement is hereby deleted and replaced with the following text:

(d) Intentionally Deleted.

3.Representations and Warranties. Borrower represents and warrants to Bank that:

(a)It has the power and authority to enter into and to perform this Amendment, to execute and deliver all documents relating to this Amendment, and to incur the obligations provided for in this Amendment, all of which have been duly authorized and approved in accordance with its corporate and organizational documents;

(b)This Amendment, and each of the agreements, documents and instruments executed by it pursuant hereto, shall constitute when executed its valid and legally binding obligation, enforceable against it in accordance with the terms thereof;

(c)All representations and warranties made in the Credit Agreement are true and correct as of the date hereof, with the same force and effect as if all representations and warranties were fully set forth herein;

(d)As of the date hereof, it has no offsets or defenses against the payment of any portion of the Loan and no claims against Bank; and

(e)No Event of Default exists, either before or immediately after giving effect to this Amendment.

4.Waiver of Claims. As a specific inducement to Bank without which the parties hereto acknowledge Bank would not enter into this Amendment and the other documents executed in connection herewith, Borrower hereby waives any and all claims that such party may have against Bank, as of the date hereof, arising out of or relating to the Credit Agreement or any other Loan Document whether sounding in contract, tort or any other basis.

5.Conditions of Effectiveness; Special Agreement Regarding Greenbrier Sale Transaction. This Amendment shall become effective upon satisfaction of the following conditions precedent:

(a)Bank shall have received this Amendment, that certain Second Amended and Restated Note dated of even date herewith, and any other instruments associated with effectuating this Amendment duly executed by Borrower or the applicable obligor;

(b)Bank shall have received payment of all attorneys’ fees and expenses incurred by Bank in the preparation, negotiation, documentation, execution and delivery of this Amendment;

(c)Bank shall have executed this Amendment; and

(d)Within one (1) business day of the Greenbrier Sale Transaction’s closing, Borrower shall cause the Greenbrier Sale Transaction’s settlement agent to deliver approximately Seven Million and No/100 Dollars ($7,000,000.00) of the net proceeds therefrom (the “Net Greenbrier Proceeds Paydown Amount”) by wire transfer to that certain account number ending 8441 held with Bank in the name of Medalist Diversified Holdings, L.P., which Net Greenbrier Proceeds Paydown Amount shall be applied by Bank in partial satisfaction of the Loan.

6.No Impairment. This Amendment shall become a part of the Credit Agreement by reference and nothing herein contained shall impair the security now held for the Loan, nor waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Credit Agreement except as herein amended, nor affect or impair any rights, powers or remedies under the Credit Agreement as hereby amended. Furthermore, Bank does hereby reserve all rights and remedies it may have as against all parties who may be or may hereafter become primarily or secondarily liable for the repayment of the Loan.

7.Ratification; No Novation; Reaffirmation of Grant of Security Interests. Borrower promises and agrees to pay and perform the obligations under the Loan in accordance with the terms of the Notes, the Credit Agreement and the other Loan Documents, in each case as hereby modified and amended, and further agrees to perform all of their requirements, conditions and obligations under the terms of the Notes, the Credit Agreement and other Loan Documents, as hereby modified and amended, all such documents being hereby ratified and affirmed. The execution and delivery of this Amendment shall not constitute a novation or accord and satisfaction, or a modification of the lien, encumbrance or security title of the Credit Agreement or other Loan Documents. Without limiting the generality of the foregoing, all collateral given by

Borrower prior to the date hereof to secure the Loan does and shall continue to secure the Loan under the Notes, the Credit Agreement and under the Loan Documents, in each case as hereby modified and amended and, except as provided in the Credit Agreement and the Loan Documents, no such collateral shall be released until the Loan have been satisfied and completely discharged. Borrower expressly reaffirms, ratifies, confirms and approves all of the security interests, liens, pledges and mortgages made by it in favor of Bank prior to the date hereof, all of which shall be security for the prompt payment in full when due and the performance of the obligations under the Loan. Guarantor has joined this Amendment as evidence of its consent to the terms and conditions hereof and Guarantor hereby further ratifies and reaffirms its obligations under the Loan Documents, including after giving effect to this Amendment. All references in the Loan Documents to the Credit Agreement shall hereinafter be deemed to be a reference to such document as amended by this Amendment.

8.Expenses. This Amendment shall be closed without cost to Bank and all expenses incurred in connection with this closing, including, without limitation, all attorneys’ fees, recording and filing costs and appraisal fees are to be paid by Borrower. Bank is not providing legal advice or services to Borrower.

9.Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflict of laws.

10.Binding Effect. This Amendment shall be binding on and inure to the benefit of any assignee or the respective successors and assigns of the parties hereto.

11.Counterparts Telecopied Signatures. This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute one and the same instrument. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature to this Amendment.

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FOURTH AMENDMENT TO CREDIT AGREEMENT

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed as of the day and year first above written.

BORROWER:

MDR LANCER, LLC,

a Delaware limited liability company

By: Medalist Diversified Holdings, L.P.,

a Delaware limited partnership,

Sole Member

By: Medalist Diversified REIT, Inc.,

a Delaware corporation,

General Partner

By:	/s/ C. Brent Winn, Jr.	(SEAL)
	C. Brent Winn, Jr., Chief Financial Officer

FOURTH AMENDMENT TO CREDIT AGREEMENT

IN WITNESS WHEREOF, the undersigned party has caused this Amendment to be executed as of the day and year first above written.

BANK:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Daniel Duval	(SEAL)

CONSENT OF GUARANTOR

The undersigned Replacement Guarantor, having entered into guaranty agreements pursuant to which it has guaranteed the Loan, subject to the terms and conditions thereof, hereby (a) joins in the execution of the preceding Amendment as evidence of its consent, acknowledgement and agreement to the terms and provisions hereof, and (b) ratifies and reaffirms its obligations under its guaranty agreement, including after giving effect to the preceding Amendment.

REPLACEMENT GUARANTOR:

MEDALIST DIVERSIFIED HOLDINGS, L.P.,

a Delaware limited partnership

By: Medalist Diversified REIT, Inc.,

a Delaware corporation, General Partner

By:	/s/ C. Brent Winn, Jr.	(SEAL)
	C. Brent Winn, Jr., Chief Financial Officer

Daily One Month LIBOR Generic Note

EXHIBIT 10.2

SECOND AMENDED AND RESTATED TERM NOTE

$18,609,500.00‌Richmond, Virginia

February 13, 2026

THIS SECOND AMENDED AND RESTATED TERM NOTE HEREBY AMENDS AND RESTATES THAT CERTAIN AMENDED AND RESTATED TERM NOTE DATED OCTOBER 1, 2024 MADE BY MDR LANCER, LLC, MDR GREENBRIER, LLC, MDR SALISBURY, LLC, AND MDR CENTRAL AVENUE, LLC, PAYABLE TO THE ORDER OF THE BANK (HEREINAFTER DEFINED) IN THE ORIGINAL PRINCIPAL AMOUNT OF $18,609,500.00, AS THE SAME MAY HAVE BEEN MODIFIED OR AMENDED FROM TIME TO TIME. NO NOVATION IS INTENDED HEREBY.

FOR VALUE RECEIVED, the undersigned MDR LANCER, LLC, a Delaware limited liability company ("Borrower"), promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at 1021 East Cary Street, Richmond, VA 23219 or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of EIGHTEEN MILLION SIX HUNDRED NINE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($18,609,500.00), or so much thereof as may be advanced and be outstanding pursuant to the terms of the Credit Agreement, as defined herein, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein. For reference purposes only, assuming that the Net Greenbrier Proceeds Paydown Amount (as defined in that certain Fourth Amendment to Credit Agreement dated of even date herewith between Borrower and Bank (the “Fourth Amendment”)) has been or will be applied to this Note in accordance with the terms of the Fourth Amendment, the principal balance outstanding hereunder is $4,812,511.13.

INTEREST:

(a)Interest. The outstanding principal balance of this Note shall bear interest at four and one half percent (4.50%) per annum (computed on the basis of a 360-day year, actual days elapsed).

(b)Default Interest. The Bank shall have the option in its sole and absolute discretion to have the outstanding principal balance of this Note bear interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note (i) from and after the maturity date of this Note; (ii) from and after the date prior to the maturity date of this Note when all principal owing hereunder becomes due and payable by acceleration or otherwise; and/or (iii) upon the occurrence and during the continuance of any Event of Default.

REPAYMENT:

(a)Repayment. Principal and interest shall be payable in installments of $30,000.00 each, on the first day of each month commencing March 1, 2026, with a final installment consisting of all remaining unpaid principal and accrued interest due and payable in full on June 1, 2027. If interest due on the outstanding principal balance of this Note at any time exceeds the amount of the scheduled installment of principal and interest then due from Borrower, the

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full amount of such excess interest shall be added to the amount of said scheduled installment and shall be due and payable in full on the date such installment is due.

(b)Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

PREPAYMENT:

(a)Prepayment. Borrower may prepay principal on this Note at any time in the minimum amount of One Hundred Thousand Dollars ($100,000.00); provided however, that if the outstanding principal balance of this Note is less than said amount, the minimum prepayment amount shall be the entire outstanding principal balance hereof, or if any permitted

prepayment amount under the Loan Documents (such as in the event of a casualty,

condemnation or other mandatory prepayment) is less than One Hundred Thousand Dollars ($100,000.00), the actual amount of such prepayment shall be permitted. In consideration of Bank providing this prepayment option to Borrower, or if this Note shall become due and payable at any time prior to the maturity date hereof by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee which is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which said maturity date occurs, calculated as follows for each such month:

(i)	Determine the amount of interest which would have accrued on the amount prepaid had it remained outstanding until the scheduled maturity date hereof, using the Treasury Rate that was used as the basis for the interest rate of this Note.

(ii)Subtract from the amount determined in (i) above the amount of interest which would have accrued for the same month on the amount prepaid for the remaining term until the maturity date hereof at the Treasury Rate in effect on the date of prepayment for new loans made for such term and in a principal amount equal to the amount prepaid.

(iii)If the result obtained in (ii) for any month is greater than zero, discount that difference by the Treasury Rate used in (ii) above.

Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at the rate per annum set forth in this Note.

The "Treasury Rate" means the yield to maturity at the asked price of the applicable obligation of the United States Treasury, with the applicable obligation determined by Bank to be the Treasury obligation that will mature on the maturity date of this Note (or the next day thereafter for which an asked price is readily quoted in the public securities market), with the understanding that such rate serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate;

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provided, however, that if the Treasury Rate determined as provided above would be less than zero percent (0.0%), then the Treasury Rate shall be deemed to be zero percent (0.0%).

(b)Application of Prepayments. If principal under this Note is payable in more than one installment, then any prepayments of principal shall be applied to the most remote principal installment or installments then unpaid.

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of June 10, 2022, as amended from time to time (the "Credit Agreement"). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under this Note.

MISCELLANEOUS:

(a)Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees, expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note whether or not suit is brought, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower.

(b)Collateral Exclusion. No lien or security interest created by or arising under any deed of trust, mortgage, security deed, or similar real estate collateral agreement (“Lien Document”) shall secure the Note Obligations unless such Lien Document specifically describes the promissory note(s), instrument(s) or agreement(s) evidencing Note Obligations as a part of the indebtedness secured thereby. This exclusion shall apply notwithstanding (i) the fact that such Lien Document may appear to secure the Note Obligations by virtue of a cross-collateralization provision or other provisions expanding the scope of the secured obligations, and (ii) whether such Lien Document was entered into prior to, concurrently with, or after the date hereof. As used herein, “Note Obligations” means any obligations under this Note, as amended, extended, renewed, refinanced, supplemented or otherwise modified from time to time, or under any other evidence of indebtedness that has been modified, renewed or extended in whole or in part by this Note, as amended, extended, renewed, refinanced, supplemented or otherwise modified from time to time.

(c)Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, but giving effect to federal laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.

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(d)Effective Date. The effective date of this Note shall be the date that Bank has accepted this Note and all conditions to the effectiveness of the Credit Agreement have been fulfilled to Bank’s satisfaction. Notwithstanding the occurrence of the effective date of this Note, Bank shall not be obligated to extend credit under this Note until all conditions to each extension of credit set forth in the Credit Agreement have been fulfilled to Bank's satisfaction.

(e)Business Purpose. Borrower represents and warrants that all loans evidenced by this Note are for a business, commercial, investment, or other similar purpose and not primarily for a personal, family or household use.

[SIGNATURE PAGE FOLLOWS]

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SECOND AMENDED AND RESTATED TERM NOTE

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned have executed this Note as of the date first written above.

BORROWER:

MDR LANCER, LLC,

a Delaware limited liability company

By: Medalist Diversified Holdings, L.P.,

a Delaware limited partnership,

Sole Member

By: Medalist Diversified REIT, Inc.,

a Delaware corporation,

General Partner

By:	/s/ C. Brent Winn, Jr.	(SEAL)
	C. Brent Winn, Jr., Chief Financial Officer

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EXHIBIT 10.3

RELEASE OF GUARANTOR

THIS RELEASE OF GUARANTOR (this “Agreement”) executed as of February 13, 2026, by and among WELLS FARGO BANK, N.A. (“Bank”); MDR LANCER, LLC, a Delaware limited liability company (the “Borrower”); MEDALIST DIVERSIFIED REIT, INC., a Maryland corporation (the “Released Guarantor”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the “Replacement Guarantor”) recites and provides as follows:

RECITALS

WHEREAS, the Bank issued one or more extensions of credit (collectively, the “Loans”) to Borrower, as described in that certain Credit Agreement dated as of June 10, 2022, as modified and amended by that certain Amendment to Credit Agreement dated as of October 1, 2024, as further modified and amended by that certain Second Amendment to Credit Agreement dated as of April 28, 2025, as further modified and amended by that certain Third Amendment to Credit Agreement dated as of October 21, 2025, as further modified and amended by that certain Fourth Amendment to Credit Agreement of even date herewith (as the same may have been further amended, supplemented, extended, renewed, restated or replaced from time to time, “Credit Agreement”);

WHEREAS, the Released Guarantor executed (a) that certain Continuing Guaranty dated June 10, 2022, and (b) that certain Amended and Restated Continuing Guaranty dated October 1, 2024 (collectively, as the same may have been modified or amended, the “Released Guaranty”), pursuant to which the Released Guarantor guaranteed Borrower’s payment and performance obligations with respect to the Loans;

WHEREAS, contemporaneously herewith, the Replacement Guarantor has executed that certain Continuing Guaranty (the “Replacement Guaranty”) pursuant to which the Replacement Guarantor guaranteed Borrower’s payment and performance obligations with respect to the Loans;

WHEREAS, upon Borrower’s request, in consideration of the Replacement Guaranty, Bank has agreed to terminate and release the Released Guaranty pursuant to the terms hereof; and

WHEREAS, the undersigned parties intend to enter into certain additional understandings as more particularly expressed herein;

NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.The Released Guaranty (including all modifications or amendments thereto, if any) is hereby terminated effective as of the date hereof, in all respects, and are and shall be of no further force or effect.

2.Bank hereby releases, discharges, quitclaims and forever waives all rights, title and interest which it has in, under and to the Released Guaranty or against Released Guarantor with respect to Released Guarantor’s obligations under the Released Guaranty.

3.For the avoidance of doubt, each and every instance of the term(s) “Guarantor” or “guarantor” as used in the Credit Agreement or in any other loan document executed in connection with the Loans are hereby modified and amended to mean only the Replacement Guarantor and shall specifically exclude the Released Guarantor.

4.The Replacement Guarantor joins in the execution of this Agreement as evidence of its consent to the terms hereof. The Replacement Guarantor hereby ratifies and reaffirms all of its obligations and undertakings under its Replacement Guaranty.

5.This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. Any signature delivered by facsimile or other electronic transmission will be deemed to be an original signature to this Agreement.

6.This Agreement constitutes the entire agreement between the parties relative to the transactions contemplated hereby, and may not be modified, supplemented, discharged or rescinded except by an instrument in writing executed by the parties. This Agreement shall be governed by the laws of the Commonwealth of Virginia.

7.This Agreement shall be binding up and inure to the benefit of each party hereto and its or any subsequent heirs, successors, transferees, and assigns.

[SIGNATURE PAGES FOLLOW]

RELEASE OF GUARANTOR

[SIGNATURE PAGE]

WITNESS the following signatures and seals:

BORROWER:

MDR LANCER, LLC,

a Delaware limited liability company

By: Medalist Diversified Holdings, L.P.,

a Delaware limited partnership,

Sole Member

By: Medalist Diversified REIT, Inc.,

a Delaware corporation,

General Partner


By:	/s/ C. Brent Winn, Jr.	(SEAL)
	C. Brent Winn, Jr.<br><br>Chief Financial Officer

RELEASE OF GUARANTOR

[SIGNATURE PAGE]

WITNESS the following signatures and seals:

RELEASED GUARANTOR:

MEDALIST DIVERSIFIED REIT, INC.,

a Maryland corporation


By:	/s/ C. Brent Winn, Jr.	(SEAL)
	C. Brent Winn, Jr., Chief Financial Officer

REPLACEMENT GUARANTOR:

MEDALIST DIVERSIFIED HOLDINGS, L.P.,

a Delaware limited partnership

By: Medalist Diversified REIT, Inc.,

a Delaware corporation, General Partner

By:	/s/ C. Brent Winn, Jr.	(SEAL)
	C. Brent Winn, Jr., Chief Financial Officer

RELEASE OF GUARANTOR

[SIGNATURE PAGE]

WITNESS the following signature and seal:

BANK:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Daniel Duval	(SEAL)

Continuing Guaranty Agreement

EXHIBIT 10.4

CONTINUING GUARANTY

TO:WELLS FARGO BANK, NATIONAL ASSOCIATION

February 13, 2026

1.GUARANTY; DEFINITIONS. In consideration of any credit or other financial accommodation heretofore, now or hereafter extended or made to MDR LANCER, LLC, a Delaware limited liability company, MDR GREENBRIER, LLC, a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited liability company (jointly and severally, whether one or more in number, in any combination, "Borrower"), by WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), and for other valuable consideration, the undersigned MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership ("Guarantor"), jointly and severally unconditionally guarantees and promises to pay to Bank, or order, on demand in lawful money of the United States of America and in immediately available funds, any and all Indebtedness of Borrower to Bank, all without relief from valuation and appraisement laws as applicable. The term "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Borrower, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and whether Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable. This Guaranty is a guaranty of payment and not collection.

2.MAXIMUM LIABILITY; SUCCESSIVE TRANSACTIONS; REVOCATION; OBLIGATION UNDER OTHER GUARANTIES. This is a continuing guaranty and all rights, powers and remedies hereunder shall apply to all past, present and future Indebtedness of Borrower to Bank, including that arising under successive transactions which shall either continue the Indebtedness, increase or decrease it, or from time to time create new Indebtedness after all or any prior Indebtedness has been satisfied, and notwithstanding the death, incapacity, dissolution, liquidation or bankruptcy of Borrower or Guarantor or any other event or proceeding affecting Borrower or Guarantor. This Guaranty shall not apply to any new Indebtedness created after actual receipt by Bank of written notice of its revocation as to such new Indebtedness; provided however, that loans or advances made by Bank to Borrower after revocation under commitments existing prior to receipt by Bank of such revocation, and extensions, renewals or modifications, of any kind, of Indebtedness incurred by Borrower or committed by Bank prior to receipt by Bank of such revocation, shall not be considered new Indebtedness. Any such notice must be sent to Bank by registered U.S. mail, postage prepaid, addressed to its office at 1021 East Cary Street, Richmond, VA 23219, Attention: Suzanne Gardner, or at such other address as Bank shall from time to time designate. Any payment by Guarantor shall not reduce Guarantor's maximum obligation hereunder unless written notice to that effect is actually received by Bank at or prior to the time of such payment. The obligations of Guarantor hereunder shall be in addition to any obligations of Guarantor under any other guaranties of any liabilities or obligations of Borrower or any other persons heretofore or hereafter given to Bank unless said other guaranties are expressly modified or revoked in writing; and this Guaranty shall not, unless expressly herein provided, affect or invalidate any such other guaranties.

3.OBLIGATIONS JOINT AND SEVERAL; SEPARATE ACTIONS; WAIVER OF STATUTE OF LIMITATIONS; REINSTATEMENT OF LIABILITY. The obligations hereunder are joint and several and independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or any other person, or whether Borrower or any other person is joined in any such action or actions. Guarantor acknowledges that this Guaranty is absolute and unconditional, there are no conditions precedent to the effectiveness of this Guaranty, and this Guaranty is in full force and effect and is binding on Guarantor as of the date written below, regardless of whether Bank obtains collateral or any guaranties from others or takes any other action contemplated by Guarantor. To the extent permitted by applicable law, Guarantor waives the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement thereof, and Guarantor agrees that any payment of any Indebtedness or other act which shall toll any statute of limitations applicable thereto shall similarly operate to toll such statute of limitations applicable to Guarantor's liability hereunder. The liability of Guarantor hereunder shall be reinstated and revived and the rights of Bank shall continue if and to the extent for any reason any amount at any time paid on account of any Indebtedness guaranteed hereby is rescinded or must otherwise be restored by Bank, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The determination as to whether any amount so paid must be rescinded or restored shall be made by Bank in its sole discretion; provided however, that if Bank chooses to contest any such matter at the request of Guarantor, Guarantor agrees to indemnify and hold Bank harmless from and against all costs and expenses, including reasonable attorneys' fees, expended or incurred by Bank in connection therewith, including without limitation, in any litigation with respect thereto.

4.AUTHORIZATIONS TO BANK. Guarantor authorizes Bank either before or after revocation hereof, without notice to, demand on, or consent of Guarantor, and without affecting Guarantor's liability hereunder, from time to time to: (a) alter, compromise, renew, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; (b) do any and all of the following with respect to any document or instrument now or hereafter entered into in connection with the Indebtedness or otherwise evidencing and/or securing any portion of the Indebtedness (collectively, the “Loan Documents”): (i) amend, amend and restate, supplement, replace, or otherwise modify any Loan Document; (ii) waive compliance with any provision of any Loan Document on any number of occasions; (iii) consent to departure from any provision of any Loan Document on any number of occasions; and/or (iv) forbear from exercising any rights or remedies of Bank in connection with a breach of any provision of any Loan Document for any duration of time and on any number of occasions; (c) take and hold security for the payment of this Guaranty or the Indebtedness or any portion thereof, and exchange, enforce, waive, subordinate or release any such security; (d) apply such security and direct the order or manner of sale thereof, including without limitation, a non-judicial sale permitted by the terms of the controlling security agreement, mortgage or deed of trust, as Bank in its discretion may determine; (e) release or substitute any one or more of the endorsers or any other guarantors of the Indebtedness, or any portion thereof, or any other party thereto; and (f) apply payments received by Bank from Borrower to any Indebtedness of Borrower to Bank, in such order as Bank shall determine in its sole discretion, whether or not such Indebtedness is covered by this Guaranty, and Guarantor hereby waives any provision of law regarding application of payments which specifies otherwise. Bank may without notice assign this Guaranty in whole or in part.

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5.REPRESENTATIONS, WARRANTIES, AND AGREEMENTS. Guarantor represents and warrants to Bank that: (a) this Guaranty is executed at Borrower’s request; (b) Bank has made no representation to Guarantor as to the creditworthiness of Borrower; and (c) Guarantor has established adequate means of obtaining from Borrower on a continuing basis financial and other information pertaining to Borrower’s financial condition. Guarantor agrees with Bank: (i) to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder; (ii) that Bank shall have no obligation to disclose to Guarantor any information or material about Borrower which is acquired by Bank in any manner; (iii) upon Bank's request, Guarantor shall provide to Bank copies of Guarantor's financial statements; and (iv) that Guarantor shall not, without Bank's prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor's assets other than in the ordinary course of Guarantor's business, nor accomplish any of the above by virtue of a division or similar transaction.

6.BANK'S RIGHTS WITH RESPECT TO GUARANTOR'S PROPERTY IN BANK'S POSSESSION. In addition to all liens upon and rights of setoff against the monies, securities or other property of Guarantor given to Bank by law, Bank shall have a lien upon and a right of setoff against all monies, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Bank, whether held in a general or special account or deposit or for safekeeping or otherwise, and every such lien and right of setoff may be exercised without demand upon or notice to Guarantor. No lien or right of setoff shall be deemed to have been waived by any act or conduct on the part of Bank, or by any neglect to exercise such right of setoff or to enforce such lien, or by any delay in so doing, and every right of setoff and lien shall continue in full force and effect until such right of setoff or lien is specifically waived or released by Bank in writing. Bank may exercise this remedy regardless of the adequacy of any collateral for the obligations of Guarantor to Bank and whether or not the Bank is otherwise fully secured.

7.SUBORDINATION. Any Indebtedness of Borrower now or hereafter held by Guarantor is hereby subordinated to the Indebtedness of Borrower to Bank. Such Indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty and the Indebtedness and, if Bank requests, shall be collected and received by Guarantor as trustee for Bank and paid over to Bank on account of the Indebtedness of Borrower to Bank but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes or other instruments now or hereafter evidencing such Indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and, if Bank so requests, shall be delivered to Bank. Bank is hereby authorized in the name of Guarantor from time to time to file financing statements and continuation statements and execute such other documents and take such other action as Bank deems necessary or appropriate to perfect, preserve and enforce its rights hereunder.

8.REMEDIES; NO WAIVER. All rights, powers and remedies of Bank hereunder are cumulative. No delay, failure or discontinuance of Bank in exercising any right, power or remedy hereunder shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of this Guaranty, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing.

C-720CG_ALL.docx (Rev. 2/19)	-3-

9.COSTS, EXPENSES AND ATTORNEYS' FEES. Guarantor shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissible), expended or incurred by Bank in connection with the enforcement of any of Bank’s rights, powers or remedies and/or the collection of any amounts which become due to Bank under this Guaranty, and the prosecution or defense of any action in any way related to this Guaranty, whether or not suit is brought, and if suit is brought, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Guarantor or any other person or entity. Subject to any restrictions under applicable law pertaining to usury, all of the foregoing shall be paid by Guarantor with interest from the date of demand until paid in full at a rate per annum equal to the greater of ten percent (10%) or Bank’s Prime Rate in effect from time to time. Notwithstanding anything in this Guaranty to the contrary, reasonable attorneys’ fees shall not exceed the maximum amount permitted by law.

10.SUCCESSORS; ASSIGNMENT. This Guaranty shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Guarantor may not assign or transfer any of its interests or rights hereunder without Bank's prior written consent. Guarantor acknowledges that Bank has the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, any Indebtedness of Borrower to Bank and any obligations with respect thereto, including this Guaranty. In connection therewith, Bank may disclose all documents and information which Bank now has or hereafter acquires relating to Guarantor and/or this Guaranty, whether furnished by Borrower, Guarantor or otherwise. Guarantor further agrees that Bank may disclose such documents and information to Borrower.

11.AMENDMENT. This Guaranty may be amended or modified only in writing signed by Bank and Guarantor.

12.APPLICATION OF SINGULAR AND PLURAL. In all cases where there is but a single Borrower, then all words used herein in the plural shall be deemed to have been used in the singular where the context and construction so require; and when there is more than one Borrower named herein, or when this Guaranty is executed by more than one Guarantor, the word "Borrowers" and the word "Guarantor" respectively shall mean all or any one or more of them as the context requires.

13.COUNTERPARTS; GOVERNING LAW. This Guaranty may be executed in as many counterparts as may be required to reflect all parties assent; all counterparts will collectively constitute a single agreement. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, but giving effect to federal laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.

14.GUARANTOR’S WAIVERS.

(a)Guarantor waives any right to require Bank to: (i) proceed against Borrower or any other person; (ii) marshal assets or proceed against or exhaust any security held from Borrower or any other person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security held from Borrower or any other

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person; (iv) take any other action or pursue any other remedy in Bank's power; or (v) make any presentment or demand for performance, or give any notices of any kind, including, without limitation, any notice of nonperformance, protest, notice of protest or notice of dishonor, notice of intention to accelerate or notice of acceleration hereunder or in connection with any obligations or evidences of indebtedness held by Bank as security for or which constitute in whole or in part the Indebtedness guaranteed hereunder, or in connection with the creation of new or additional Indebtedness; or (vi) set off against the Indebtedness the fair value of any real or personal property given as collateral for the Indebtedness (whether such right of setoff arises under statute or otherwise). In addition to the foregoing, Guarantor specifically waives any statutory right it might have to require Bank to proceed against Borrower or any collateral that secures the Indebtedness.

(b)Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of Borrower or any other person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of Borrower or any other person; (iii) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any such Borrower; (iv) the application by Borrower of the proceeds of any Indebtedness for purposes other than the purposes represented by Borrower to, or intended or understood by, Bank or Guarantor; (v) any act or omission by Bank which directly or indirectly results in or aids the discharge of Borrower or any portion of the Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of Bank against Borrower; (vi) any impairment of the value of any interest in security for the Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Indebtedness, in any form whatsoever, including any modification made after revocation hereof to any Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) or any requirement that Bank give any notice of acceptance of this Guaranty. Until all Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which Bank now has or may hereafter have against Borrower or any other person and waives any benefit of, or any right to participate in, any security now or hereafter held by Bank. To the fullest extent permitted by applicable law, Guarantor waives all rights of a surety and the benefits of any applicable suretyship law, statute or regulation, and without limiting any of the waivers set forth herein, Guarantor further waives any other fact or event that, in the absence of this provision, would or might constitute or afford a legal or equitable discharge or release of or defense to Borrower.

(c)Guarantor further waives all rights and defenses Guarantor may have arising out of (i) any election of remedies by Bank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Indebtedness, destroys Guarantor's rights of subrogation or Guarantor's rights to proceed against Borrower for reimbursement, or (ii) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging Borrower’s Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to claim a fair market credit with respect to a deficiency or have a fair market value hearing to determine the size of a deficiency following any

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foreclosure sale or other disposition of any real property security for any portion of the Indebtedness, and Guarantor waives any right Guarantor may have under any “one-action” rule. Guarantor further waives the benefit of any homestead, exemption or other similar laws.

15.UNDERSTANDING WITH RESPECT TO WAIVERS; SEVERABILITY OF PROVISIONS. Guarantor warrants and agrees that each of the waivers set forth herein is made with Guarantor's full knowledge of its significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any waiver or other provision of this Guaranty shall be held to be prohibited by or invalid under applicable public policy or law, such waiver or other provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such waiver or other provision or any remaining provisions of this Guaranty.

16.ARBITRATION.

(a)Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to this Guaranty and its negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; provided, however, that nothing herein shall preclude or limit the Bank's right to confess judgment pursuant to a warrant of attorney provision set forth in any document related to the Indebtedness; and provided, further, that no party shall have the right to demand binding arbitration of any claim, dispute or controversy seeking to (i) strike-off or open a judgment obtained by confession pursuant to a warrant of attorney contained in any document related to the Indebtedness, including, without limitation, this Guaranty, or (ii) challenge the waiver of a right to prior notice and a hearing before judgment is entered, or after judgment is entered, but before execution upon the judgment. In the event of a court ordered arbitration, the party requesting arbitration shall be responsible for timely filing the demand for arbitration and paying the appropriate filing fee within 30 days of the abatement order or the time specified by the court. Failure to timely file the demand for arbitration as ordered by the court will result in that party’s right to demand arbitration being automatically terminated.

(b)Governing Rules. Any arbitration proceeding will (i) proceed in a location in Virginia selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

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(c)No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d)Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in Virginia or a neutral retired judge of the state or federal judiciary of Virginia, in either case with a minimum of ten years’ experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Virginia and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the corresponding rules of civil practice and procedure in Virginia or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e)Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available.

(f)Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed this Guaranty or any other contract, instrument or document relating to any Indebtedness, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

C-720CG_ALL.docx (Rev. 2/19)	-7-

(g)Payment Of Arbitration Costs And Fees**.** The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h)Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA or administrator. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the documents between the parties or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the documents or any relationship between the parties.

(i)Small Claims Court. Notwithstanding anything herein to the contrary, each party retains the right to pursue in Small Claims Court any dispute within that court’s jurisdiction. Further, this arbitration provision shall apply only to disputes in which either party seeks to recover an amount of money (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of the Small Claims Court.

[SIGNATURE PAGES FOLLOW]

C-720CG_ALL.docx (Rev. 2/19)	-8-

CONTINUING GUARANTY

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty, intending to be legally bound hereby, as of the date first set forth above.

GUARANTOR:

MEDALIST DIVERSIFIED HOLDINGS, L.P.,

a Delaware limited partnership

By: Medalist Diversified REIT, Inc.,

a Delaware corporation, General Partner

By:	/s/ C. Brent Winn, Jr.	(SEAL)
	C. Brent Winn, Jr., Chief Financial Officer

STATE OF ______________________ )

) TO-WIT

CITY/COUNTY OF )

The foregoing instrument was acknowledged before me, _______________________, Notary Public, this ____ day of _______________, 2026, by Brett Winn, who is personally known to me or has presented identification of a state issued driver’s license, a United States Passport or a state issued identification card, and voluntarily acknowledged this instrument as Chief Financial Officer of Medalist Diversified REIT, Inc., a Delaware corporation, General Partner of MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership, on behalf of such partnership.

Notary Public

Registration Number:

My commission expires:

Notary Seal

Exhibit 99.1

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

and

Unaudited Pro Forma Consolidated Statements of Operations for the

nine months ended September 30, 2025 and the year ended December 31, 2024

Summary of Unaudited Pro Forma Consolidated Financial Statements

The following pro forma financial information is presented in accordance with Article 11 of Regulation S-X promulgated the United States Securities and Exchange Commission (the “SEC”). In accordance with Article 11 of Regulation S-X, certain unaudited financial information for the properties disposed of since September 30, 2025 that are not individually significant have also been presented.

On October 23, 2025, Medalist Diversified REIT, Inc. (the “Company”), through its operating partnership, Medalist Diversified Holdings, LP (the “Operating Partnership”), and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing a building at 2106 Statesville Blvd., Salisbury, NC, commonly known as Salisbury Marketplace Shopping Center (the “Salisbury Property”) to an unaffiliated purchaser.

On December 30, 2025, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of those certain tracts of real property at 2545 Scottsville Road, Bowling Green, KY (the “Buffalo Wild Wings Property”) and 376 Dan Tibbs Road NW Huntsville, Madison County, Alabama (the “United Rentals Property”), each containing a single building, to an unaffiliated purchaser.

On February 13, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing three buildings at 1244 Executive Boulevard, Chesapeake, Virginia, commonly known as Greenbrier Business Center (the “Greenbrier Property”) to an unaffiliated purchaser. Collectively, the four transactions are referenced herein as the “Dispositions.”

The following unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the condensed consolidated balance sheet of Medalist Diversified REIT, Inc. and Subsidiaries as of September 30, 2025 (unaudited), the audited consolidated balance sheet of Medalist Diversified REIT, Inc. and Subsidiaries as of December 31, 2024, the condensed consolidated statement of operations of Medalist Diversified REIT, Inc. and Subsidiaries for the nine months ended September 30, 2025 (unaudited), and the audited consolidated statement of operations of Medalist Diversified REIT, Inc. and Subsidiaries for the year ended December 31, 2024.

The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 has been prepared to give effect to the Dispositions as if these transactions had occurred on September 30, 2025.

The following unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2025 has been prepared to give effect to the Dispositions as if these transaction had occurred on January 1, 2025.

The following unaudited pro forma consolidated balance sheet as of December 31, 2024 has been prepared to give effect to the Salisbury Property and Greenbrier Property dispositions as if these transactions had occurred on December 31, 2024. The Buffalo Wild Wings and United Rentals properties were not represented on the Company’s audited consolidated balance sheet as of December 31, 2024. As a result, no adjustments have been made to the December 31, 2024 audited consolidated balance sheet to reflect their disposition.

The following unaudited pro forma consolidated statement of operations for year ended December 31, 2024 has been prepared to give effect to the Dispositions as if these transactions had occurred on January 1, 2024.

The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. These unaudited pro forma consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the Dispositions been consummated as of the dates indicated.

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 2025


			Pro Forma Adjustments (b)
						Buffalo			United
			Salisbury			Wild Wings			Rentals			Greenbrier			Pro Forma
	Historical		Disposition			Disposition			Disposition			Disposition			September 30,
	September 30,		(i)			(ii)			(ii)			(iii)			2025
	2025 (a)		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
ASSETS
Investment properties, net	$	53,493,272	$	-		$	(2,303,644)	(c)	$	(2,454,930)	(c)	$	-		$	48,734,698
Cash		1,886,677		4,500,772	(d)		2,407,992	(d)		2,644,920	(d)		3,631,304	(d)		15,071,665
Restricted cash		1,915,909		-			-			-			-			1,915,909
Rent and other receivables		100,143		-			-			-			-			100,143
Assets held for sale		30,666,856		(9,051,387)	(e)		-			-			(6,312,658)	(e)		15,302,811
Unbilled rent		1,253,026		-			-			-			-			1,253,026
Intangible assets, net		1,798,255		-			(210,132)	(f)		(247,069)	(f)		-			1,341,054
Other intangible assets		122,738		-			-			-			-			122,738
Other assets		867,495		-			-			-			-			867,495
Total Assets	$	92,104,371	$	(4,550,615)		$	(105,784)		$	(57,079)		$	(2,681,354)		$	84,709,539

LIABILITIES
Accounts payable and accrued liabilities	$	1,702,384	$	-		$	-		$	-		$	-		$	1,702,384
Liabilities associated with assets held for sale		26,815,510		(5,622,135)	(g)		-			-			(7,000,000)	(g)		14,193,375
Intangible liabilities, net		862,730		-			(53,025)	(h)		-			-			809,705
Mortgages payable, net		37,728,594		-			-			-			-			37,728,594
Total Liabilities	$	67,109,218	$	(5,622,135)		$	(53,025)		$	-		$	(7,000,000)		$	54,434,058

EQUITY
Common stock	$	11,124	$	-		$	-		$	-		$	-		$	11,124
Additional paid-in capital		51,989,953		-			-			-			-			51,989,953
Offering costs		(3,404,055)		-			-			-			-			(3,404,055)
Accumulated deficit		(38,219,239)		536,724	(i)		(26,427)	(i)		(28,591)	(i)		2,163,210	(i)		(35,574,323)
Total Stockholders' Equity		10,377,783		536,724			(26,427)			(28,591)			2,163,210			13,022,699
Noncontrolling interests - Parkway Property		384,746		-			-			-			-			384,746
Noncontrolling interests - Operating Partnership		14,232,624		534,796	(j)		(26,332)	(j)		(28,488)	(j)		2,155,436	(j)		16,868,036
Total Equity	$	24,995,153	$	1,071,520		$	(52,759)		$	(57,079)		$	4,318,646		$	30,275,481
Total Liabilities and Equity	$	92,104,371	$	(4,550,615)		$	(105,784)		$	(57,079)		$	(2,681,354)		$	84,709,539

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

Notes to unaudited pro forma consolidated balance sheet as of September 30, 2025

(a)	Historical financial information was derived from the condensed consolidated balance sheet of the Company as of September 30, 2025 (unaudited).

(b)	Represents the impact of the Dispositions as if each transaction had occurred on September 30, 2025.

i.	On October 23, 2025, the Company closed on the sale of the Salisbury Property. The total sales price received for the Property was $9,930,000. The Company used $5,145,479 of the proceeds from the sale of the Salisbury Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Salisbury Property.

ii.	On December 30, 2025, the Company closed on the sales of the Buffalo Wild Wings and United Rentals Properties. The total sales price received for the two properties was $5,295,000.

iii.	On February 13, 2026, 2025, the Company closed on the sale of the Greenbrier Property. The total sales price received for the Property was $11,000,000. The Company used $7,000,000 of the proceeds from the sale of the Greenbrier Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Greenbrier Property

(c)	Represents the book value of the Buffalo Wild Wings and United Rentals Properties which, as of September 30, 2025, had not yet been transferred to assets held for sale.

(d)	Represents the net cash proceeds of each of the transactions, net of pro rated operating items and the extinguishment of certain liabilities, including tenant security deposits transferred to the buyer.

(e)	Represents the book value of the Salisbury and Greenbrier Properties which, as of September 30, 2025, had been transferred to assets held for sale.

(f)	Represents the book value of the intangible assets associated with the Buffalo Wild Wings and United Rentals Properties which, as of September 30, 2025, had not yet been transferred to assets held for sale.

(g)	Represents the repayment of mortgages payable, net, associated with assets held for sale, and the book value of intangible liabilities associated with assets held for sale.

(h)	Represents the book value of the intangible liabilities associated with the Buffalo Wild Wings Property which, as of September 30, 2025, had not yet been transferred to liabilities associated with assets held for sale.

(i)	Represents the gain (loss) on disposition of investment properties.

(j)	Represents the Operating Partnership’s non-controlling interest in the gain on sale. As of September 30, 2025, the OP Units not held by the Company represent 49.91% of the outstanding OP Units.

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the nine months ended September 30, 2025


			Pro Forma Adjustments (b)
						Buffalo			United
			Salisbury			Wild Wings			Rentals			Greenbrier			Pro Forma
	Historical		Disposition			Disposition			Disposition			Disposition			September 30,
	September 30,		(i)			(ii)			(ii)			(iii)			2025
	2025 (a)		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUE
Retail center property revenues	$	4,673,820	$	(695,646)	(c)	$	-		$	-		$	-		$	3,978,174
Flex center property revenues		2,053,868		-			-			-			(819,209)	(c)		1,234,659
Single tenant net lease property revenues		845,366		-			(119,880)	(c)		(123,846)	(c)		-			601,640
Total Revenue	$	7,573,054	$	(695,646)		$	(119,880)		$	(123,846)		$	(819,209)		$	5,814,473

OPERATING EXPENSES
Retail center property operating expenses	$	1,302,361	$	(190,751)	(d)	$	-		$	-		$	-		$	1,111,610
Flex center property operating expenses		545,143		-			-			-			(183,130)	(d)		362,013
Single tenant net lease property operating expenses		152,675		-			-			-			-			152,675
Bad debt expense		1,686		(365)	(d)		-			-			(1,160)	(d)		161
Share based compensation expenses		397,182		-			-			-			-			397,182
Legal, accounting and other professional fees		1,172,673		-			-			-			-			1,172,673
Corporate general and administrative expenses		1,041,918		-			-			-			-			1,041,918
Loss on impairment		67,503		-			-			-			-			67,503
Impairment of assets held for sale		120,000		-			-			-			-			120,000
Depreciation and amortization		2,667,181		(281,485)	(d)		(64,169)	(d)		(101,032)	(d)		(206,664)	(d)		2,013,831
Total Operating Expenses		7,468,322		(472,601)			(64,169)			(101,032)			(390,954)			6,439,566
Loss on redemption of mandatorily redeemable preferred stock		(9,375)		-			-			-			-			(9,375)
Loss on extinguishment of debt		(27,066)		-			-			-			-			(27,066)
Operating income (loss)		68,291		(223,045)			(55,711)			(22,814)			(428,255)			(661,534)
Interest expense		1,900,672		(208,496)	(e)		-			-			(172,713)	(e)		1,519,463
Net Loss from Operations		(1,832,381)		(14,549)			(55,711)			(22,814)			(255,542)			(2,180,997)
Other income		314,318		-			-			-			-			314,318
Other expense		(68,937)		-			-			-			-			(68,937)
Net Loss		(1,587,000)		(14,549)			(55,711)			(22,814)			(255,542)			(1,935,616)
Less: Net loss attributable to Parkway Property noncontrolling interests		(3,123)		-			-			-			-			(3,123)
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests		337,556		(6,356)	(f)		(24,340)	(f)		(9,967)	(f)		(111,646)	(f)		185,246
Net Loss Attributable to Medalist Common Shareholders	$	(1,921,433)	$	(8,193)		$	(31,371)		$	(12,847)		$	(143,896)		$	(2,117,739)

Loss per common share - diluted		(1.47)														(1.62)
Weighted-average number of shares - diluted		1,307,745														1,307,745

Dividends paid per common share		$0.20														$0.20

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

Notes to unaudited pro forma consolidated statement of operations for the nine months ended September 30, 202 5

(a)	Historical financial information was derived from the condensed consolidated statement of operations of the Company for the nine months ended September 30, 2025 (unaudited).

(b)	Represents the impact of the Dispositions to the Company’s statement of operations as if each transaction had occurred on January 1, 2025. Each adjustment reflects a reduction of revenues and expenses associated with each property as if the Company had not owned the property during the nine months ended September 30, 2025.

(c)	Represents the revenues recognized during the nine months ended September 30, 2025.

(d)	Represents the property operating and other expenses incurred during the nine months ended September 30, 2025.

(e)

Represents an allocation of interest expense from the Wells Fargo Mortgage Facility incurred during the nine months ended September 30, 2025. The Wells Fargo Mortgage Facility was collateralized by the Salisbury and Greenbrier Properties, and the Company’s Lancer Center Property. The total interest paid under the Wells Fargo Mortgage Facility is allocated to each property based on the relationship of each property’s appraised value at the initiation of the Wells Fargo Mortgage Facility to the total appraised value of the three collateral properties.

(f)	Represents the Operating Partnership’s non-controlling interest in each respective property’s net income (loss). During the nine months ended September 30, 2025, a weighted average of 43.69% of the Operating Partnership’s net loss was allocated to the noncontrolling unit holders.

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of December 31, 2024


			Pro Forma Adjustments (b)

			Salisbury			Greenbrier			Pro Forma
	Historical		Disposition			Disposition			December 31,
	December 31,		(i)			(ii)			2024
	2024 (a)		(Unaudited)			(Unaudited)			(Unaudited)
ASSETS
Investment properties, net	$	64,424,038	$	(8,569,819)	(c)	$	(6,290,551)	(c)	$	49,563,668
Cash		4,776,021		4,500,772	(d)		3,631,304	(d)		12,908,097
Restricted cash		1,296,715		-			-			1,296,715
Rent and other receivables, net		331,096		-			-			331,096
Unbilled rent		1,114,365		-			-			1,114,365
Intangible assets, net		2,187,732		(481,568)	(e)		(22,107)	(e)		1,684,057
Other assets		967,735		-			-			967,735
Total Assets	$	75,097,702	$	(4,550,615)		$	(2,681,354)		$	67,865,733

LIABILITIES
Accounts payable and accrued liabilities	$	1,185,809	$	-		$	-		$	1,185,809
Intangible liabilities, net		1,420,364		(476,656)	(f)		-			943,708
Mortgages payable, net		50,001,062		(5,145,479)	(g)		(7,000,000)	(g)		37,855,583
Mandatorily redeemable preferred stock, net		1,488,221		-			-			1,488,221
Total Liabilities	$	54,095,456	$	(5,622,135)		$	(7,000,000)		$	41,473,321

EQUITY
Common stock	$	13,453	$	-		$	-		$	13,453
Additional paid-in capital		54,450,272		-			-			54,450,272
Offering costs		(3,404,055)		-			-			(3,404,055)
Accumulated deficit		(36,027,063)		829,356	(h)		3,342,632	(h)		(31,855,075)
Total Stockholders' Equity		15,032,607		829,356			3,342,632			19,204,595
Noncontrolling interests - Parkway Property		414,869		-			-			414,869
Noncontrolling interests - Operating Partnership		5,554,770		242,164	(i)		976,014	(i)		6,772,948
Total Equity	$	21,002,246	$	1,071,520		$	4,318,646		$	26,392,412
Total Liabilities and Equity	$	75,097,702	$	(4,550,615)		$	(2,681,354)		$	67,865,733

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2024

Notes to unaudited pro forma consolidated balance sheet as of December 31, 2024

(a)	Historical financial information was derived from the audited consolidated balance sheet of the Company as of December 31, 2024.

(b)	Represents the impact of the Dispositions as if each transaction had occurred on December 31, 2024.

i.	On October 23, 2025, the Company closed on the sale of the Salisbury Property. The total sales price received for the Property was $9,930,000. The Company used $5,145,479 of the proceeds from the sale of the Salisbury Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Salisbury Property.

ii.	On February 13, 2026, 2025, the Company closed on the sale of the Greenbrier Property. The total sales price received for the Property was $11,000,000. The Company used $7,000,000 of the proceeds from the sale of the Greenbrier Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Greenbrier Property

On December 30, 2025, the Company closed on the sales of the Buffalo Wild Wings and United Rentals Properties. The total sales price received for the two properties was $5,295,000. However, since these properties were acquired during the year ended December 31, 2025, the properties were not represented on the Company’s audited consolidated balance sheet as of December 31, 2024. As a result, no adjustments have been made to the December 31, 2024 audited consolidated balance sheet to reflect their disposition.

(c)	Represents the book value of the Salisbury and Greenbrier Properties which, as of December 31, 2024, had not yet been transferred to assets held for sale.

(d)	Represents the net cash proceeds of each transaction, net of pro rated operating items and the extinguishment of certain liabilities, including tenant security deposits transferred to the buyer.

(e)	Represents the book value of the intangible assets associated with the Salisbury and Greenbrier Properties which, as of December 31, 2024, had not yet been transferred to assets held for sale.

(f)	Represents the book value of the intangible liabilities which, as of December 31, 2024, had not yet been transferred to liabilities associated with assets held for sale.

(g)	Represents the repayment of mortgages payable, net which, as of December 31, 2024, had not yet been transferred to liabilities associated with assets held for sale

(h)	Represents the gain on disposition of investment properties.

(i)	Represents the Operating Partnership’s non-controlling interest in the gain on sale. As of December 31, 2024, the OP Units not held by the Company represent 22.6% of the outstanding OP Units.

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2024


			Pro Forma Adjustments (b)

			Salisbury			Greenbrier			Pro Forma
	Historical		Disposition			Disposition			December 31,
	December 31,		(i)			(ii)			2024
	2024 (a)		(Unaudited)			(Unaudited)			(Unaudited)
REVENUE
Retail center property revenues	$	6,624,734	$	(943,431)	(c)	$	-		$	5,681,303
Flex center property revenues		2,750,499		-			(1,069,889)	(c)		1,680,610
Single tenant net lease property revenues		359,894		-			-			359,894
Total Revenue	$	9,735,127	$	(943,431)		$	(1,069,889)		$	7,721,807

OPERATING EXPENSES
Retail center property operating expenses	$	1,621,898	$	(211,396)	(d)	$	-		$	1,410,502
Flex center property operating expenses		697,864		-			(260,491)	(d)		437,373
Single tenant net lease property operating expenses		31,977		-			-			31,977
Bad debt expense		39,910		(96)	(d)		-			39,814
Share based compensation expenses		277,500		-			-			277,500
Legal, accounting and other professional fees		1,170,270		-			-			1,170,270
Corporate general and administrative expenses		968,435		-			-			968,435
Loss on impairment		182		(182)	(d)		-			-
Depreciation and amortization		3,915,483		(697,430)	(d)		(357,446)	(d)		2,860,607
Total Operating Expenses		8,723,519		(909,104)			(617,937)			7,196,478
Gain on disposal of investment properties		2,819,502		-			-			2,819,502
Loss on redemption of mandatorily redeemable preferred stock		(47,680)		-			-			(47,680)
Loss on extinguishment of debt		(51,837)		-			-			(51,837)
Operating income (loss)		3,731,593		(34,327)			(451,952)			3,245,314
Interest expense		3,019,799		(285,675)	(e)		(236,645)	(e)		2,497,479
Net Income (Loss) from Operations		711,794		251,348			(215,307)			747,835
Other income		88,856		-			-			88,856
Other expense		(56,325)		-			-			(56,325)
Net Income (Loss)		744,325		251,348			(215,307)			780,366
Less: Net income attributable to Hanover Square Property noncontrolling interests		453,928		-			-			453,928
Less: Net loss attributable to Parkway Property noncontrolling interests		(3,234)		-			-			(3,234)
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests		266,107		20,535	(f)		(17,591)	(f)		269,052
Net Income (Loss) Attributable to Medalist Common Shareholders	$	27,524	$	230,813		$	(197,716)		$	60,621

Earnings per common share - basic	$	0.024							$	0.054
Weighted-average number of shares - basic		1,132,588								1,132,588

Earnings per common share - diluted	$	0.03							$	0.06
Weighted-average number of shares - diluted		1,127,768								1,127,768

Dividends paid per common share	$	0.17							$	0.17

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

Notes to unaudited pro forma consolidated statement of operations for the year ended December 31, 2024

(a)	Historical financial information was derived from the audited consolidated statement of operations of the Company for the year ended December 31, 2024.

(b)	Represents the impact of the Dispositions to the Company’s statement of operations as if each transaction had occurred on January 1, 2024. Each adjustment reflects a reduction of revenues and expenses as if the Company had not owned the property during the year ended December 31, 2024.

(c)	Represents the revenues recognized during the year ended December 31, 2024.

(d)	Represents the property operating and other expenses incurred during the year ended December 31, 2024.

(e)

Represents an allocation of interest expense from the Wells Fargo Mortgage Facility incurred during the year ended December 31, 2024. The Wells Fargo Mortgage Facility was collateralized by the Salisbury and Greenbrier Properties, and the Company’s Lancer Center Property. The total interest paid under the Wells Fargo Mortgage Facility is allocated to each property based on the relationship of each property’s appraised value at the initiation of the Wells Fargo Mortgage Facility to the total appraised value of the three collateral properties.

(f)	Represents the Operating Partnership’s non-controlling interest in each respective property’s net income. During the year ended December 31, 2025, a weighted average of 8.17% of the Operating Partnership’s net income (loss) was allocated to the noncontrolling unit holders.

EXHIBIT 99.2

Medalist Diversified REIT, Inc. ANNOUNCES CORPORATE REPOSITIONING

RICHMOND, Va., February 17, 2026--Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based corporation announced today that the Company’s Board of Directors has approved an updated strategic framework to continue the Company’s transition from an equity REIT to a business with increased capital allocation flexibility.

As part of this strategy, the Company intends to revoke its REIT tax election effective as of January 1, 2026 and transition to a standard C-corporation for its 2026 tax year and thereafter. The Company believes this change will eliminate the structural constraints required to qualify for REIT status, including mandatory distribution requirements and asset and income tests that may limit business activities. In connection with the revocation, the Company also expects to change its corporate name to Medalist Diversified, Inc., while retaining its NASDAQ listing and ticker symbol, MDRR.

Over the past two and a half years, the Company believes that it has substantially simplified its balance sheet and capital structure and has also repaid its corporate-level lines of credit. The Company currently has no indebtedness^^at the corporate level. All remaining debt is property-level financing with limited corporate guaranties that the Company is actively working to reduce or eliminate in the near future.

The Company expects to continue to reposition its portfolio by monetizing legacy real estate assets and retiring associated property-level debt. These actions are intended to convert stabilized assets into deployable capital to support strategic initiatives discussed below. The Company currently has more than $40 million of net asset value consisting of real estate assets and liquid investments, a significant portion of which is expected to be liquid or readily deployable.

Medalist intends to advance three parallel strategic workstreams during 2026. First, the Company plans to continue developing and expanding its Delaware Statutory Trust (“DST”) sponsorship platform, which generates fee income from the acquisition, management, and disposition of real estate assets for Section 1031 exchange investors. Second, the Company intends to implement a disciplined treasury strategy, deploying liquid assets into treasuries and investment-grade securities to generate income while preserving capital. Third, the Company will maintain balance sheet strength and public-company status to position itself to execute potential strategic acquisitions, should appropriate opportunities arise.

Frank Kavanaugh, Medalist’s President and CEO, said, “we are repositioning the Company with a cleaner, simpler structure with no corporate-level debt, warrants, or options. We believe that revoking our REIT tax status will reduce compliance expense and increase our flexibility to implement our 2026 strategy. We have historically generated positive cash flow, we expect to continue to grow our DST platform, and we are actively looking for the right acquisition opportunity to complement our business. We also continue to evaluate repositioning opportunities in our real estate holdings. We believe this potential repositioning will help give us the flexibility to pursue value creation across multiple paths for our shareholders."

About Medalist

Medalist (NASDAQ: MDRR) is a Virginia-based corporation executing a strategic transition from a traditional equity REIT to a more flexible corporate structure intended to support capital allocation across multiple strategies focused on investment income and fee-based business activities. Medalist’s current activities include managing a portfolio of income-producing investments, operating a DST sponsorship platform that generates fee income in connection with Section 1031 exchange transactions, and selectively monetizing legacy real estate assets. The Company maintains a disciplined approach to capital deployment, liquidity management, and risk assessment while evaluating opportunities that align with its long-term strategic objectives. For more information, please visit the Company’s website at www.medalistreit.com.

Forward-Looking Statements

This press release 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,” “plan,” “may,” “will,” “should” and “could” and include statements about the Company’s updated strategic framework and the related timing, anticipated

name change, the impact of the Company’s revocation of its REIT tax election, future plans including debt retirement and changes to the Company’s investment strategy, and the impact, if any, of such actions on the Company and the trading price of the Company’s common stock. 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 changes to the Company’s strategy, 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 regulations.

Contact

Brent Winn Medalist Diversified REIT, Inc. bwinn@medalistreit.com