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): December 19, 2025 ( December 18, 2025 )

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 8.01	Other Events

Dividend

On December 19, 2025, Medalist Diversified REIT, Inc. (the “Company”) issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference, whereby the Board of Directors (the “Board”) has authorized and the Company has declared a quarterly dividend on its common stock (the “Common Stock”) in the amount of $0.0675 per share (the “Dividend”). The Dividend will be payable in cash on January 13, 2026 to holders of record of the Common Stock as of January 8, 2026.

Ownership Waivers

On December 18, 2025, the Board granted a waiver of the ownership limitations in Article VI of the Company’s Articles of Incorporation to permit Frank Kavanaugh, the Company’s Chief Executive Officer and a member of the Board, and any of his affiliates, and C. Brent Winn, Jr, the Company’s Chief Financial Officer, and any of his affiliates to own up to 30.0% and 7.5%, respectively, in the aggregate of the outstanding shares of capital stock of the Company as set forth in, and subject to the terms and conditions in, those certain ownership waiver letters, each dated as of December 18, 2025, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
10.1		Waiver Letter, dated December 18, 2025, by and between Medalist Diversified REIT, Inc. and Francis P. Kavanaugh
10.2		Waiver Letter, dated December 18, 2025, by and between Medalist Diversified REIT, Inc. and C. Brent Winn, Jr.
99.1		Press Release dated December 19, 2025
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

SIGNATURE

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

	MEDALIST DIVERSIFIED REIT, INC.
Dated: December 19, 2025	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

Exhibit 10.1

December 18, 2025

Ladies and Gentlemen:

In connection with the grant by the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), of an exemption (the “Exemption”) from the Aggregate Share Ownership Limit as defined in Article IV of the Articles of Incorporation (the “Charter”) of the Company (the “Aggregate Share Ownership Limit”) and the Common Share Ownership Limit as defined in Article IV of the Charter (the “Common Share Ownership Limit” and together with the Aggregate Share Ownership Limit, the “Ownership Limits”) to Frank Kavanaugh and any of his affiliates (“Investor”), in connection with Investor's acquisition of up to 30.0% of the outstanding Common Shares of the Company, in excess of the Ownership Limits, Investor hereby certifies to the Board that:

(i)	Investor understands that

a.	Investor may not acquire and Beneficially Own more than 7.50% (the “Excepted Holder Limit”) in the aggregate of the Common Shares of the Company (333,000 shares, based on 1,110,000 shares outstanding, except with the prior approval of the Board); and

b.	No natural person, individual, private foundation, charitable remainder trust, or supplemental unemployment compensation benefits trust may Beneficially Own more than 30.0% of the outstanding Common Shares as a result of the Investor’s ownership of Common Shares.

(ii)Investor has reviewed, understands and agrees to the terms of Section 6.l.7(a)(ii) of the Charter.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Charter.

By:	/s/ Frank Kavanaugh
Name:	Frank Kavanagh

Exhibit 10.2

December 18, 2025

Ladies and Gentlemen:

In connection with the grant by the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), of an exemption (the “Exemption”) from the Aggregate Share Ownership Limit as defined in Article IV of the Articles of Incorporation (the “Charter”) of the Company (the “Aggregate Share Ownership Limit”) and the Common Share Ownership Limit as defined in Article IV of the Charter (the “Common Share Ownership Limit” and together with the Aggregate Share Ownership Limit, the “Ownership Limits”) to Brent Winn and any of his affiliates (“Investor”), in connection with Investor's acquisition of up to 7.50% of the outstanding Common Shares of the Company, in excess of the Ownership Limits, Investor hereby certifies to the Board that:

(i)	Investor understands that

a.	Investor may not acquire and Beneficially Own more than 7.50% (the “Excepted Holder Limit”) in the aggregate of the Common Shares of the Company (83,250 shares, based on 1,110,000 shares outstanding, except with the prior approval of the Board); and

b.	No natural person, individual, private foundation, charitable remainder trust, or supplemental unemployment compensation benefits trust may Beneficially Own more than 7.50% of the outstanding Common Shares as a result of the Investor’s ownership of Common Shares.

(ii)Investor has reviewed, understands and agrees to the terms of Section 6.l.7(a)(ii) of the Charter.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Charter.


By:	/s/ C. Brent Winn, Jr.
Name:	C. Brent Winn, Jr.

Exhibit 99.1

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES DIVIDEND OF

$0.0675 PER SHARE ON ITS COMMON STOCK

RICHMOND, VA., DECEMBER 19, 2025--( BUSINESS WIRE )--Medalist Diversified REIT (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate, announced that its Board of Directors has authorized and the Company has declared a quarterly dividend on its common stock (the "Common Stock") in the amount of $0.0675 per share (the "Dividend"). The Dividend will be payable in cash on January 13, 2026 to holders of record of the Common Stock as of January 8, 2026.

Contacts

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