Medalist Diversified, Inc 8-K, filed Sep 8, 2026
Medalist Diversified, Inc. (MDRR)
About this 8-K
Medalist Diversified, Inc filed this 8-K on September 8, 2026, reporting on events of September 1, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2026 (
(Exact Name of Registrant as Specified in Its Charter)
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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:
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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 |
Entry into Mira Sav Partners LLC Joint Venture Agreement
On September 1, 2026, Medalist Diversified, Inc. (the “Company”), through its wholly owned subsidiary, MDI Mira Sav, LLC, entered into a joint venture (the “Mira JV”) with Spandrel Development Partners, LLC (“Spandrel”), a real estate developer, and certain other investors, including Frank Kavanaugh, the Company’s Chief Executive Officer and Emanuel Neuman, a member of the Company’s Board of Directors. The Company committed to contribute $4.0 million to the Mira JV for an approximately 42% preferred equity interest in such joint venture. Spandrel, Mr. Kavanaugh and Mr. Neuman hold a 37%, 11% and 11% common equity interest in the Mira JV, respectively.
The Mira JV is structured as a Delaware limited liability company managed by Spandrel, which has exclusive authority over management and operational decisions. The Company may remove Spandrel as managing member and take over sole management control of the Mira JV upon the occurrence of certain events that have a material adverse impact on the Mira JV or the Company. The Company will receive a preferred return of 6% of its invested preferred equity paid no less frequently than quarterly, and an additional accrued preferred return of 9% of its invested preferred equity paid upon exit. The Company has approval rights over all major decisions, as defined in the limited liability company operating agreement of Mira Sav Partners, LLC (the “Mira JV Agreement”). The Company may not transfer its interests in the Mira JV without the consent of the other members thereto, subject to certain permitted transfers.
In connection with the entry into the Mira JV Agreement, Medalist Diversified Holdings, LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), has agreed to provide a limited guaranty with respect to an approximate $13.5 million construction loan to be made to Mira JV. Closing on the construction loan is expected to occur within 30 days.
In accordance with the Company's Corporate Governance Guidelines, Audit Committee Charter and Related Party Transaction Policy, the Company's entry into the Mira JV was reviewed and approved by a majority of the Company's Board of Directors. Mr. Neuman, a member of the Board and co-founder of Spandrel, and Mr. Kavanaugh, the Company's Chief Executive Officer, who is also investing in the Mira JV, each recused themselves from the vote.
The foregoing description is only a summary of the material provisions of the Mira JV Agreement and is qualified in its entirety by reference to the full text of the Mira JV Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Reinstatement of Purchase and Sale Agreement
As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 22, 2026, on July 21, 2026 the Company entered into a Purchase and Sale Agreement (the “Agreement”), with NPH Ventures, LLC a Delaware limited liability company (the “NPH Seller”), whereby the Company agreed to acquire a property located at 8600 Highway 377, Aubrey, Texas 76258, consisting of a Caliber Collision Center and more particularly described in Exhibit A to the Agreement
As previously disclosed, on August 18, 2026, the Company exercised its right to terminate the Agreement.
On September 3, 2026, the Company and the NPH Seller entered into a Reinstatement and First Amendment to Purchase and Sale Agreement (the “Amendment”), pursuant to which the Agreement was reinstated. Pursuant to the terms of the Amendment, the sales price was reduced from $ $5,494,444 to $5,404,864 and the inspection period was extended to seven days from the date of the Amendment. The funds previously deposited by the Company as an earnest money deposit will be retained by the NPH Seller.
The summary of the terms and conditions of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
The Agreement was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on July 22, 2026 and is incorporated by reference herein
ITEM 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed in the Form 8-K filed on June 17, 2026, with the SEC on June 17, 2026, MDR Brookfield, LLC, a Delaware limited liability company (the “MDI Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “MDI Agreement”), with Person Street Partners GP Fund I, L.P., a Delaware limited partnership (the “Purchaser”), whereby the Purchaser agreed to acquire from the MDI Seller Brookfield Center, a 64,880 square foot retail property located in Greenville, South Carolina (the “Brookfield Property”).
On September 1, 2026, the Company closed on the sale of the Brookfield Property (the “Disposition”). The total sales price of the Brookfield Property was $10,100,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $4,342,261 from the proceeds from the sale of the Brookfield Property to defease and retire its obligations under the mortgage loan secured by the Brookfield Property.
The foregoing description is only a summary of the material provisions of the MDI Agreement and is qualified in its entirety by reference to the full text of the MDI Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on June 17, 2026 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 9.01 | Financial Statements and Exhibits. |
(b) Unaudited Pro Forma Financial Information
The following unaudited pro forma financial statements for the Company are set forth in Exhibit 99.1, which is incorporated herein by reference.
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026.
Notes to Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026.
Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025.
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025.
(d) Exhibits
Exhibit No. | | Description |
10.1 | | |
10.2 | | |
99.1 | | |
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, INC. | |
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Dated: September 8, 2026 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |
EXHIBIT 10.1
LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
OF
MIRA SAV PARTNERS, LLC
EXECUTED AS OF SEPTEMBER 1, 2026, EFFECTIVE AS OF THE EFFECTIVE DATE
THE MEMBERSHIP INTERESTS IN MIRA SAV PARTNERS, LLC (THE “INTERESTS”) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN ARTICLE 14 OF THIS AGREEMENT AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS THEREOF. THEREFORE, PURCHASERS OF THE INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS HAVE NOT BEEN REGISTERED (i) UNDER ANY STATE SECURITIES LAWS (THE “STATE ACTS”), OR (ii) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND NEITHER THE INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF ARTICLE 14 OF THIS AGREEMENT AND (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH STATE ACTS OR FOR WHICH SUCH REGISTRATION OTHERWISE IS NOT REQUIRED, AND (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR FOR WHICH SUCH REGISTRATION OTHERWISE IS NOT REQUIRED.
OPERATING AGREEMENT OF MIRA SAV PARTNERS, LLC
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of MIRA SAV PARTNERS, LLC, a Delaware limited liability company (the “Company”), executed as of September 1, 2026 (the “Execution Date”) and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among Mira SAV Venture, LLC, a Delaware limited liability company (“MSV”) and MDI Mira Sav, LLC, a Delaware limited liability company (“MDI”, with MDI and MSV being referred to herein collectively as the “Members”).
RECITALS
WHEREAS, the Company was formed pursuant to the Certificate of Formation dated August 5, 2026 and filed with the Secretary of State of the State of Delaware and effective August 5, 2026; and
WHEREAS, the Members desire to enter into this Agreement to provide for the management of the Company and the other matters set forth herein.
NOW, THEREFORE, the Members hereto agree as follows:
| 1.1. | “AAA” shall have the meaning ascribed to such term in Section 22.11.1. |
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The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. The Manager is empowered to make modifications to the manner in which Capital Accounts are computed if it is determined that such adjustments are necessary in order to comply with such Regulations, provided that such adjustments are not likely to have a material effect on the amounts distributable to a Member hereunder upon the dissolution of the Company in accordance with Article 21.
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| 1.32. | “Cost Overrun Loan” shall have the meaning set forth in Section 8.3.2. |
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If the amount calculated in the manner provided above, is a positive amount, such amount shall be the Company’s Net Profits for such fiscal year or other period; and if negative, such amount shall be the Company’s Net Losses for such fiscal year or other period.
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| (a) | The resignation or retirement of the Manager from the Company; |
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For purposes of this Section, “withdraw” shall mean the taking or suffering of any action constituting a Withdrawal. Withdrawal shall not include an assignment, pledge, encumbrance or transfer of the Manager’s Interest in the Company to any Person as collateral security for any loans made to the Company, directly or indirectly, by such Person or any financial institution.
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The Company has formed, or will form, the Property Owner to own the Property and serve as the borrowing entity for the Loan.
(a) In the event a Member (a “Non-Contributing Member”) fails to contribute the Additional Capital Contribution when required under the terms of this Section 8.2, such Non-Contributing Member shall be in default. In such event, the other Member (the “Contributing Member”) shall be entitled to elect one or more of the remedies provided herein.
(b) In the event that a Member fails to make Additional Capital Contributions as required by this Section 8.2, and if the Contributing Member does not elect to be relieved of the obligation to make such capital contributions, the Manager shall, within five (5) Business Days after the applicable Tender Date, by Notice to the Contributing Member, inform such Member of such failure and of the amount of the Non-Contributing Member’s required Additional Capital Contributions remaining to be funded (the “Shortfall”). The Contributing Member may, but shall not be obligated to, fund the Shortfall as a loan to the Company (a “Contribution Loan”). Each Contribution Loan shall, to the fullest extent permitted by law, bear interest at the rate of eighteen percent (18%) per annum, provided, however, that in no event will the
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rate exceed the highest rate permitted by applicable law. The Company will repay such Contribution Loans out of Net Cash Flow, before any other distributions to the Members are made (amounts so paid to be applied first to interest accrued and unpaid, and then to outstanding principal). The Non-Contributing Member shall not be entitled to receive any distributions from the Company until all outstanding Contribution Loans, together with all accrued and unpaid interest thereon, have been repaid in full.
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(a)Distributions of Net Cash Flow. Subject to Section 8.2.1, Net Cash Flow (which, for the avoidance of doubt, arises only after repayment in full of all amounts outstanding under the Loan, including all accrued and unpaid principal and interest), if any, shall be distributed in the following order and priority:
(b) Distributions in Liquidation. Upon dissolution of the Company pursuant to Section 21.2, the cash and other assets of the Company shall be distributed in the following order and priority:
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11.3.1Except as expressly limited by the provisions of this Agreement (including, without limitation, Sections 11.6 and 11.10), and the Manager shall have the sole and exclusive right to manage and control, and shall have complete and exclusive discretion in the management and control of the affairs and business of the Company and shall have all powers necessary, convenient or appropriate to carry out the purposes and business of the Company and shall possess and enjoy with respect to the Company all of the rights and powers of a manager of a limited liability company to the extent permitted by the Delaware Act, including without limitation, the right and power to:
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11.3.2In addition, the Manager shall use commercially reasonable efforts to:
(a)manage the horizontal construction process for the Project;
(b)cause the Project to be developed in compliance with all applicable laws and the approved plans and specifications, provided, however, that the Manager does not guarantee compliance and shall not be liable for the acts or omissions of any Governmental Authority or for changes in applicable laws after the Execution Date;
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(c)manage risk and advise the Members on critical issues with respect to the Project as they arise;
(d)work with consultants, architects, engineers, contractors, and other third parties engaged in connection with the Project on insurance and construction-related matters, provided, however, that the Manager shall not be responsible or liable for the acts, omissions, errors, or negligence of any third party engaged by or on behalf of the Company (except to the extent such third party is an Affiliate of the Manager), and all such third parties shall be engaged at the Company’s expense;
(e)prepare, budget for and oversee construction draws and the Approved Budget, provided, however, that the Approved Budget is an estimate only and the Manager does not guarantee that the Project will be completed within budget or on schedule, and the Manager shall not be liable for Cost Overruns except as expressly provided in Section 8.3; and
(f)provide the Company with copies of all debt financing-related and draw-related information, including monthly construction draws, budget-versus-actual information, and full physical access to the Project during normal business hours upon reasonable advance notice.
11.3.3Notwithstanding any other provision of this Agreement, the Manager’s duties and obligations set forth in this Section 11.3 shall be performed at the Company’s sole cost and expense (except to the extent the Manager is required to fund Cost Overruns pursuant to Section 8.3), and all consultants, contractors, architects, engineers, accountants, attorneys and other professionals engaged in connection with the Project shall be engaged by or on behalf of the Company at the Company’s expense.
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Any Person relying upon this Section 11.5 shall be informed of the provisions of Sections 11.6 and 11.10, which contain certain limits on the authority of the Manager to bind the Company or to do, or to cause to be done, certain acts.
| 11.6.1 | Notwithstanding anything herein to the contrary, |
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(c) Notice and Consultation Requirements. Prior to taking any Guarantee Protection Action, the Manager shall, to the extent reasonably practicable under the circumstances:
(i) provide the Members with written Notice of the Guarantee Protection Triggering Event, including (A) a description of the circumstances giving rise to such event, (B) copies of any written communications from the Lender relating thereto, and (C) a description of the proposed Guarantee Protection Action(s) the Manager intends to take;
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(ii) consult with the Members in good faith regarding the proposed Guarantee Protection Action(s) and consider in good faith any alternative actions proposed by MDI; and
(iii) provide the Members with a period of not less than five (5) Business Days from the date of such Notice to respond (the “Consultation Period”); provided, however, that if the Manager reasonably determines in good faith that exigent circumstances require immediate action to protect a Manager Guarantee, the Manager may take such action prior to the expiration of the Consultation Period, but shall provide Notice to the Members as soon as reasonably practicable (and in no event later than two (2) Business Days) after taking such action.
(d) MDI Cure Right. Notwithstanding the foregoing, if the Guarantee Protection Triggering Event is capable of being cured by the payment of money, MDI shall have the right (but not the obligation), exercisable by written Notice to the Manager within the Consultation Period (or, in the case of exigent circumstances, within two (2) Business Days after receiving Notice of the Guarantee Protection Action), to cure such Guarantee Protection Triggering Event by funding the amounts necessary to effect such cure. Any amounts so funded by MDI shall be treated as an Additional Capital Contribution by MDI and shall increase MDI’s Preferred Capital Contribution accordingly.
(e) Limitation on Scope. The Manager’s unilateral decision-making authority under this Section 11.6.2 shall be limited to actions that are directly and reasonably necessary to address the specific Guarantee Protection Triggering Event and shall not be construed as a general waiver of the consent requirements set forth in Section 11.6.1(i) with respect to any other matter. Upon resolution of the circumstances giving rise to the Guarantee Protection Triggering Event, the consent requirements of Section 11.6.1(i) shall apply to all subsequent Major Decisions.
(f) Post-Action Reporting. Within ten (10) Business Days after taking any Guarantee Protection Action, the Manager shall provide the Members with a written report describing the action(s) taken, the outcome thereof, and the current status of the circumstances that gave rise to the Guarantee Protection Triggering Event.
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Notwithstanding the foregoing, the indemnities provided for in Sections 13.3 and 13.4 shall be net of any proceeds of insurance recovered by the Company in connection with any matter otherwise subject to indemnification.
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(a)If a Member that is also the Manager is the recipient of a Removal Notice (the “Disputing Member”) and in good faith disputes the assertion of the other Member (the “Asserting Member”) that a Removal Event has occurred, and such Disputing Member gives notice to the Asserting Member within ten (10) Business Days after receiving a Removal Notice that it disputes whether such Removal Event occurred (a “Dispute Notice”), then (i) no Removal Event shall be deemed to have occurred
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pending resolution of such dispute, (ii) the Manager shall remain in place as the Manager and shall continue to exercise all rights and authority of the Manager during such period, and (iii) the Disputing Member may, at its election, within thirty (30) Business Days after receipt of such Removal Notice submit such dispute to arbitration in accordance with Section 22.11 (a “Demand Notice”). If the Disputing Member timely delivers a Dispute Notice but does not timely commence arbitration in accordance with the preceding sentence, then the “Determination Date” shall be the thirty-first (31st) Business Day after the Disputing Member’s receipt of such Removal Notice. If the Disputing Member timely disputes such allegation of a Removal Event and timely commences arbitration in accordance with this Section 17.3.2(a), then no such Removal Event shall be deemed to have occurred until determined by arbitration in accordance with Section 22.11 and the decision of the arbitrator is final and no longer subject to appeal or review, or on such earlier date as the Members hereto otherwise agree in writing (the “Determination Date”). If a Disputing Member does not timely deliver a Dispute Notice, then the “Determination Date” shall be the eleventh (11th) Business Day after the Disputing Member’s receipt of such Removal Notice. During the pendency of an arbitration to determine whether a Removal Event has occurred, the Manager shall remain in place as the Manager.
(b)In no event shall MDI exercise the removal rights set forth in this Section 17.3.2 solely to cause a reduction in the Manager’s economic interest in the Company. MDI shall be entitled to exercise the rights contained in this Section subject to the dispute resolution provisions set forth in Section 22.11. Upon the appointment of a successor Manager and the Removal of the Manager as provided in this Section, this Agreement shall be amended to the extent necessary to reflect such appointment and Removal, and a certificate of amendment to the Certificate shall be filed in accordance with the Delaware Act. The removed Manager agrees to execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent of this Section, including without limitation effectuating the admission to the Company of any new Manager appointed by MDI, but the failure to do so shall not influence the effectiveness of the Removal.
(c)Upon removal of MSV as Manager pursuant to this Section 17.3.2, MDI shall use commercially reasonable efforts to obtain the release of MSV and any of its Affiliates, including the MSV Liable Party, from any Loan Guarantee provided in connection with the Company and shall indemnify MSV and its Affiliates against any liability under such Loan Guarantee incurred on or after the Removal Date, except to the extent such liability is caused by the removed Manager or its Affiliates prior to the Removal Date.
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Manager:
Mira SAV Venture, LLC
c/o Spandrel Development Partners, LLC
370 Lexington Avenue, Suite 700
New York, New York 10017
Attention: Ian Levine and Emanuel Neuman
Phone: (646) 747-2199
Email: ilevine@spandreldevelopment.com and
eneuman@spandreldevelopment.com
With a copy which shall not constitute notice to:
Akerman LLP
1251 Avenue of the Americas, 37th Floor,
New York, New York 10024
Attention: Ronald Kornreich
Email: ronald.kornreich@akerman.com
Members:
Mira SAV Venture, LLC
c/o Spandrel Development Partners, LLC
370 Lexington Avenue, Suite 700
New York, New York 10017
Attention: Ian Levine and Emanuel Neuman
Phone: (646) 747-2199
Email: ilevine@spandreldevelopment.com and
eneuman@spandreldevelopment.com
With a copy which shall not constitute notice to:
Akerman LLP
1251 Avenue of the Americas, 37th Floor,
New York, New York 10024
Attention: Ronald Kornreich
Email: ronald.kornreich@akerman.com
MDI Mira Sav, LLC
c/o Medalist Diversified, Inc.
P.O. Box 8436
Richmond, Virginia 23226
Attention: Brent Winn
Email: bwinn@medalistdst.com
With a copy which shall not constitute notice to:
Williams Mullen
222 Central Park Avenue, Suite 1700
Virginia Beach, Virginia 23462
Attention: T. Rhys James
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Email: rjames@williamsmullen.com
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| 22.11.4 | The Members agree that any arbitration proceeding and all documents, testimony, and other information exchanged or presented in connection therewith shall be kept confidential by the Members, except as may be required by law or as necessary to enforce any arbitration award. |
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| 26.1.1 | Organization and Good Standing. MSV is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. MSV has full limited liability company power and authority to own its properties and assets and to carry on its business as presently conducted and as contemplated to be conducted in connection with the Project. |
| 26.1.2 | Authority and Capacity. MSV has full limited liability company power and authority to execute and deliver this Agreement and each other document to be executed and delivered by MSV in connection herewith (collectively, the “MSV Documents”), and to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the MSV Documents by MSV have been duly authorized by all necessary limited liability company action on the part of MSV. Subject to Article 27, this Agreement and each of the MSV |
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| Documents, when executed and delivered by MSV, will constitute the legal, valid, and binding obligation of MSV, enforceable against MSV in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity. |
| 26.1.3 | Compliance with Laws. MSV is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, injunctions, judgments, and decrees of any Governmental Authority applicable to MSV and its business, properties, and assets. MSV has not received any written notice of any violation of any such laws, statutes, rules, regulations, orders, writs, injunctions, judgments, or decrees that has not been cured or otherwise resolved. |
| 26.1.4 | Litigation. Except as disclosed on Schedule 26.1.4 attached hereto, there is no action, suit, proceeding, claim, arbitration, or investigation pending or, to MSV’s knowledge, threatened against MSV or any of its Affiliates that (a) relates to the Project, the Property, or the transactions contemplated by this Agreement, or (b) if adversely determined, would reasonably be expected to have a material adverse effect on MSV’s ability to perform its obligations under this Agreement or any of the MSV Documents. |
| 26.1.5 | Financial Information. To MSV’s knowledge, all financial information, budgets, projections, and other data provided by MSV or any of its Affiliates to MDI in connection with the Project and this Agreement (a) were prepared in good faith based on assumptions that MSV believed to be reasonable at the time such information was prepared, (b) fairly present in all material respects the information purported to be shown therein as of the dates and for the periods indicated, and (c) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which they were made. Notwithstanding the foregoing, MDI acknowledges that any budgets, projections, or forward-looking information provided by MSV or its Affiliates are estimates only and are based on assumptions that may not prove to be accurate; accordingly, MSV does not represent or warrant, and shall have no liability for, the accuracy of any such budgets, projections, or forward-looking information. |
| 26.1.6 | Key Persons. Each of the Key Persons is actively involved in the management of the Company and the development of the Project. MSV has no actual knowledge of any facts or circumstances that would reasonably be expected to result in a Key Person Event within the twelve (12) months following the Execution Date. |
| 26.1.7 | Securities Matters. MSV acknowledges and represents that: |
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| 26.2.1 | Organization and Good Standing. MDI is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. MDI has full power and authority to own its properties and assets and to carry on its business as presently conducted. |
| 26.2.2 | Authority and Capacity. MDI has full power and authority to execute and deliver this Agreement and each other document to be executed and delivered by MDI in connection herewith, and to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement by MDI have been duly authorized by all necessary action on the part of MDI. Subject to Article 27, this Agreement, when executed and delivered by MDI, will constitute the legal, valid, and binding obligation of MDI, enforceable against MDI in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity. |
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| 26.2.3 | Compliance with Laws. MDI is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, injunctions, judgments, and decrees of any Governmental Authority applicable to MDI and its business, properties, and assets. MDI has not received any written notice of any violation of any such laws, statutes, rules, regulations, orders, writs, injunctions, judgments, or decrees that has not been cured or otherwise resolved. |
| 26.2.4 | Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to MDI’s knowledge, threatened against MDI or any of its Affiliates that (a) relates to MDI’s investment in the Company or the transactions contemplated by this Agreement, or (b) if adversely determined, would reasonably be expected to have a material adverse effect on MDI’s ability to perform its obligations under this Agreement. |
| 26.2.5 | Financial Capacity. MDI has, or will have prior to any required funding, sufficient financial resources and capacity to timely perform all of its capital contribution and other payment obligations under this Agreement. |
| 26.2.6 | Securities Matters. MDI acknowledges and represents that: |
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[Remainder of Page Intentionally Left Blank. Signatures on Following Page(s).]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Execution Date set forth in the introductory paragraph.
MEMBERS:
MIRA SAV VENTURE, LLC, a Delaware limited liability company
By: SSF 1025 GP, LLC, a Delaware limited liability company
Its: Manager
By: | |
Name: | |
Its: | |
MDI MIRA SAV, LLC, a Delaware limited liability company
By: Medalist Diversified Holdings, L.P.
Its: Manager
By: Medalist Diversified, Inc.
Its:General Partner
By: | /s/ C. Brent Winn, Jr. |
Name: | C. Brent Winn, Jr. |
Its: | Chief Financial Officer |
MANAGER:
MIRA SAV VENTURE, LLC, a Delaware limited liability company
By: SSF 1025 GP, LLC, a Delaware limited liability company
Its: Manager
By: | |
Name: | |
Its: | |
[Signature Page to Limited Liability Company Operating Agreement of Mira SAV Partners, LLC]
EXHIBIT A
MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS
Members | Anticipated Capital Contributions | Class of Interest | Percentage Interest |
MSV c/o Spandrel Development Partners, LLC 370 Lexington Avenue, Suite 700 New York, New York 10017 Attention: Ian Levine and Emanuel Neuman Phone: (646) 747-2199 Email: ilevine@spandreldevelopment.com and eneuman@spandreldevelopment.com | $5,472,243 | Common | 57.77% |
MDI c/o Medalist Diversified, Inc. P.O. Box 8436 Richmond, Virginia 23226 Attention: Brent Winn Email: bwinn@medalistdst.com | $4,000,000 | Preferred | 42.23% |
Total | $9,472,243 | — | 100% |
EXHIBIT B
APPROVED BUDGET
EXHIBIT C
QUALIFIED OPPORTUNITY ZONE MATTERS
(a) For the purposes of this Exhibit C the following terms shall have the following meanings:
“OZ Member” means any Member that is a QOF.
“QOF” means a “qualified opportunity fund,” as that term is defined in Code Section 1400Z-2(d)(1) and that certifies as such pursuant to Regulations Section 1.1400Z2(d)-1(a).
“QOZB” means a “qualified opportunity zone business,” as defined in Code Section 1400Z-2(d)(3) and Regulations Section 1.1400Z2(d)-1(d).
“QOZB Property” means “qualified opportunity zone business property,” as that term is defined in Code Section 1400Z-2(d)(2)(D) and Regulations Section 1.1400Z2(d)-2(a).
“QOZ Partnership Interest” means a “qualified opportunity zone partnership interest,” as that term is defined in Code Section 1400Z-2(d)(2)(C) and Regulations Section 1.1400Z2(d)-1(c)(3).
(b)As set forth in Section 4 of this Agreement, the Company intends to qualify as a QOZB; provided, however, that such intention is based on the Company’s interpretation of laws and guidance regarding the qualified opportunity zone program under Code Sections 1400Z-1 and 1400Z-2, as amended by Section 70421 of Public Law 119-21 (the “OBBBA”), and the Regulations issued thereunder (the “OZ Program”) in effect as of the date hereof, all of which are subject to change retroactively based on Future Guidance (as defined herein). The Manager acknowledges and agrees, pursuant to Section 18.08 of this Agreement, that it shall take commercially reasonable actions so that (i) the Company qualifies and remains qualified as a QOZB, (ii) the equity interests of the QOZ Member(s) in the Company qualifies and remains qualified as a QOZ Partnership Interest and (iii) that the Property and the Project qualify and remains qualified as QOZB Property. As such, the Manager shall comply with the following requirements, restrictions and limitations upon actions of the Company and shall not take any action in contravention of the following:
(i)at least seventy percent (70%) of the tangible property owned or leased by the Company must be QOZB Property;
(ii)the Company must derive at least fifty percent (50%) of its total gross income from the active conduct of a trade or business within a designated “qualified opportunity zone,” as that term is defined in Code Section 1400Z-1(a) (a “QOZ”);
(iii)a substantial portion (at least 40%) of the Company’s intangible property must be used in the active conduct of a trade or business within a QOZ;
(iv)in accordance with Code Section 1397C(b)(8), less than five percent (5%) of the average of the aggregate unadjusted bases of the Company’s property may be attributable to “nonqualified financial property” (as defined in Code Section 1397(e), and which includes, cash, debt, stock, partnership interests, options, futures contracts, forward contracts, warrants, notional principal contracts, annuities and other similar property); provided, however, that, in accordance with the definition set forth in Regulations Section 1.1400Z2(d)-1(d)(5)(iii), nonqualified financial property does not include reasonable amounts of working capital held in cash, cash equivalents or debt instruments with a term of eighteen (18) months or less;
(v)the Company may utilize the safe harbor for reasonable amounts of working capital under Regulations Section 1.1400Z2(d)-1(d)(3)(v), and, if so, it would need to comply with the requirements set forth thereunder;
(vi)no part of the Company’s business activities may consist of the operation of any (i) private or commercial golf course, (ii) country club, (iii) massage parlor, hot tub facility or suntan facility, (iv) racetrack or other facility used for gambling, or (v) store the principal business of which is the sale of alcoholic beverages for consumption off premises;
(vii)substantially all, or at least 70%, of the Company’s tangible property, including the Property and the Project, must be QOZB Property that is:
(A) acquired by purchase from a person other than a “related person” (as defined in Code Section 179(d)(2) and as modified by Code Section 1400Z-2(e)(2)) or leased after the applicable “Start Date,” as that term is defined in Code Section 1400Z-1(e)(2), with respect to the QOZ in which such property is located (or, with respect to property acquired on or before December 31, 2026, after December 31, 2017);
(B)originally used within a QOZ by the Company pursuant to Regulations Section 1.1400Z2(d)-2(b)(2) (or Regulations Section 1.1400Z2(d)-2(c)(2)(3)(iii), in the case of leased tangible property) or substantially improved in accordance with Code Section 1400Z-2(d)(2)(D)(ii) and Regulations Section 1.1400Z2(d)-2(b)(4); provided that, in the case of property located in a QOZ comprised entirely of a rural area (as defined in Code Section 1400Z-2(b)(2)(C)(ii)), the substantial improvement threshold is reduced to 50% of the adjusted basis of such property pursuant to Code Section 1400Z-2(d)(2)(D)(ii), as amended by the OBBBA;
(C)substantially used for at least 70% of its use within a QOZ for substantially all, or at least 90%, of the Company’s holding period for such property;
(viii)as of the Execution Date of this Agreement, the Property is located within a census tract that is a designated QOZ pursuant to Code Section 1400Z-1 (as amended by the OBBBA to provide for additional designation periods beginning on the applicable Start Date); and
(ix)the Company is a limited liability company that is treated as a partnership for federal income tax purposes and is not and will not be an entity that is disregarded as separate from any other entity for federal income tax purposes.
(c)The Manager shall provide each OZ Member with such information as is necessary for such OZ Member to make timely, accurate and complete submissions of federal and state income tax returns and to file any other reports required to be delivered by the OZ Members with respect to the OZ Program. Without limiting the foregoing, the Manager shall timely provide each OZ Member with any information necessary to complete Internal Revenue Service Form 8996 (Qualified Opportunity Fund) in compliance with Code Section 1400Z-2 and the Regulations issued thereunder. In addition, to the extent requested by an OZ Member, the Manager shall provide each OZ Member with any written plans, specifications or schedules prepared by the Company pursuant to Regulations Section 1.1400Z2(d)-1(d)(3)(v) or relating to the Company’s substantial improvement of the Property under Code Section 1400Z-2(d)(2)(D)(ii).
(d)The OBBBA made significant changes to the OZ Program, including but not limited to extending the program with new designation periods, modifying the deferral inclusion timeline from December 31, 2026 to 5 years after the date the qualifying investment is made (for investments made after
December 31, 2026), eliminating the 7-year/additional 5% basis increase, reducing the substantial improvement threshold for property in rural QOZs, and adding new reporting requirements under Code Sections 6039K and 6039L. Additional future guidance, including regulations, rulings or technical corrections of law, may be issued after the date of this Agreement (collectively, the “Future Guidance”) and may materially impact the Company’s ability to qualify as a QOZB and/or the Project's ability to qualify as QOZB Property. To the extent that the OBBBA or any Future Guidance would impact the Company’s status as a QOZB or the Project's status as QOZB Property and, ultimately, affect the ability of a QOZ Member to claim certain incentives under the OZ Program, the Company and the Manager shall take all commercially reasonable steps necessary to comply with the OBBBA and any Future Guidance, except as otherwise prohibited as a matter of law, after consultation with the Company’s tax advisors.
Working Capital Safe Harbor. |
(i) Written Plan. The Company hereby adopts the Approved Budget as the "working capital safe harbor plan" attached hereto as Exhibit B (the "Working Capital Plan"), which sets forth a written schedule for the expenditures of working capital held by the Company. The Working Capital Plan identifies the financial property to be held, the anticipated expenditures of such amounts, and a schedule consistent with the ordinary business operations of the Company for the acquisition, construction, and/or substantial improvement of tangible property located within the QOZ, or for the development of a trade or business in the QOZ, within the time period(s) described therein.
(ii) Reasonable Schedule. The Working Capital Plan shall designate a period not to exceed thirty-one (31) months from the date of receipt of each applicable tranche of working capital (each, a "Safe Harbor Period") during which such amounts shall be expended in accordance with the schedule set forth therein. In the event the Company's planned deployment requires more than one Safe Harbor Period (including, without limitation, for phased construction or acquisition), the Manager shall adopt a separate written plan for each such period in compliance with Treasury Regulation § 1.1400Z2(d)-1(d)(3)(v).
(iii) Compliance Covenant. The Manager shall (i) deploy working capital in accordance with the Working Capital Plan and any amendments thereto, (ii) maintain records and documentation sufficient to demonstrate compliance with the working capital safe harbor requirements of Section 1400Z-2 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, and (iii) not amend, modify, or deviate from the Working Capital Plan in any material respect without the prior written consent of Members holding a majority of the Percentage Interests, unless such amendment is required to maintain compliance with applicable law or regulations.
(iv) This Section (e) of Exhibit C and the Working Capital Plan shall be interpreted and administered in a manner consistent with the requirements for the working capital safe harbor set forth in Treasury Regulation § 1.1400Z2(d)-1(d)(3)(v), and the Manager is authorized to take such actions as are reasonably necessary to ensure ongoing compliance therewith.
SCHEDULE 26.1.4
LITIGATION
| 1. | ACRE Litigation |
EXHIBIT 10.2
REINSTATEMENT AND FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
This Reinstatement and First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into as of the later of the dates set forth below the Parties signatures hereto (the “Amendment Effective Date”), by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and MEDALIST DIVERSIFIED, INC., a Maryland corporation (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of July 21, 2026 (the “Original Agreement” or the “Agreement”), with respect to that certain parcel of land lying and being situated in Denton County, Texas, and being more particularly described on Exhibit A to the Original Agreement, commonly known as 8600 Highway 377, Aubrey, Texas 76258 (the “Property”);
WHEREAS, Purchaser delivered a Termination Notice dated August 18, 2026 to Seller and the Title Company (as defined in the Original Agreement), terminating the Agreement pursuant to Section 1.04(a) thereof (the “Termination Notice”);
WHEREAS, the Escrow Deposit (as defined in the Original Agreement) in the amount of One Hundred Twenty-Two Thousand and No/100 Dollars ($122,000.00) was not refunded and remains in the Title Company’s possession; and
WHEREAS, the Parties mutually desire to reinstate the Agreement as if the Termination Notice had never been delivered, and to amend the Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
Section 1.Defined Terms. All capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Original Agreement.
Section 2.Reinstatement of Agreement. Effective as of the Amendment Effective Date, the Parties hereby agree to reinstate the Agreement in its entirety, as if the Termination Notice had never been delivered by Purchaser. From and after the Amendment Effective Date, the Agreement shall be and is hereby deemed to be in full force and effect, as modified by this Amendment. The Parties acknowledge and agree that the delivery of the Termination Notice and the purported termination of the Agreement shall be of no further force or effect.
Section 3.Amendment to Purchase Price. Section 1.02 of the Agreement is hereby amended and restated to provide that the Purchase Price for the Property shall be FIVE MILLION FOUR HUNDRED FOUR THOUSAND EIGHT HUNDRED SIXTY-FOUR AND NO/100 DOLLARS ($5,404,864.00).
Section 4.Escrow Deposit. The Parties acknowledge and agree that the Escrow Deposit in the amount of One Hundred Twenty-Two Thousand and No/100 Dollars ($122,000.00) was not refunded following delivery of the Termination Notice and remains in the Title Company’s possession. Such Escrow Deposit shall continue to serve as the Escrow Deposit under the Agreement, as reinstated and amended hereby, and shall be applied in accordance with the terms thereof.
Section 5.Inspection Period. Notwithstanding Section 1.04(a) of the Agreement or any other provision to the contrary, the Parties acknowledge and agree that the Inspection Period is extended by this Amendment, and that Section 1.04(a) of the Agreement is amended such that the Inspection Period shall now expire at 5:00 p.m. Central Time on the seventh (7th) day after the Amendment Effective Date.
Section 6.Closing Date. Section 3.01 of the Agreement is hereby amended to provide that the Closing shall occur on or before September 30, 2026 (the “Closing Date”), subject to any Closing Date extension rights expressly provided under the Agreement.
Section 7.Broker Fees. The Parties acknowledge that (i) Seller and Cushman & Wakefield, Inc. (“Seller’s Broker”, and together with Broker, the “Brokers”) have agreed to amend that certain Exclusive Authorization to Sell, executed April 29, 2026, and made by and between Seller and Seller’s Broker to reduce the overall commission due to Seller’s Broker to 3.0% of the Purchase Price less $43,000; and (ii) that the Brokers have agreed to evenly split said commission, payable by Seller at Closing.
Section 8.Ratification. Except as expressly modified, amended, or supplemented by this Amendment, all of the terms, covenants, conditions, and provisions of the Agreement are hereby ratified and confirmed and shall remain in full force and effect. In the event of any conflict or inconsistency between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall control and govern.
Section 9.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. The Parties agree that signatures transmitted by electronic mail in portable document format (.pdf) or by other electronic means shall be deemed original signatures and shall be binding upon the Parties.
Section 10.Governing Law. To the extent not otherwise governed by the provisions of the Original Agreement, this Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of law principles.
Section 11.Entire Agreement. This Amendment, together with the Original Agreement as reinstated and amended hereby, and all exhibits and schedules attached thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements between the Parties with respect thereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the Amendment Effective Date first written above.
SELLER:
NPH VENTURES, LLC
a Delaware limited liability company
By: | /s/ Michael J. Plank |
________________________________________
Name:Michael J. Plank
Title:President and CEO
Date:September 3, 2026
PURCHASER:
MEDALIST DIVERSIFIED, INC.
a Maryland corporation
By: | /s/ C. Brent Winn, Jr. |
Name:C. Brent Winn, Jr.
Title:Chief Financial Officer
Date:September 3, 2026
[continued on next page]
The undersigned hereby join in the execution of this Amendment solely to acknowledge and agree to the terms set forth in Section 7 herein.
BROKERS:
CUSHMAN & WAKEFIELD, INC.
By: | /s/ Russell Train |
Name: | Russell Train |
Title: | Authorized Representative |
WESTWOOD NET LEASE ADVISORS LLC
By: | /s/ Jason Simon |
Name: | Jason Simon |
Title: | Vice President |
Exhibit 99.1
MEDALIST DIVERSIFIED, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026
and
Unaudited Pro Forma Consolidated Statements of Operations for the
six months ended June 30, 2026 and the year ended December 31, 2025
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 by 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 December 31, 2025 that are not individually significant have also been presented.
On October 23, 2025, Medalist Diversified, 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, North Carolina (the “Salisbury Property”) to an unaffiliated purchaser. The total sales price received for the Salisbury Property was $9,930,000. The net cash to the Company was approximately $4.45 million after payment of closing costs and repayment of approximately $5.145 million of debt.
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, Kentucky (the “Buffalo Wild Wings Property”) and 376 Dan Tibbs Road NW, Huntsville, Alabama (the “United Rentals Property”), each containing a single building, to an unaffiliated purchaser. The total sales price received for the two properties was $5,299,500.
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 (the “Greenbrier Property”) to an unaffiliated purchaser. 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 February 27, 2026, the Company through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, and PMI Parkway, LLC (“PMI”), a Delaware limited liability company not affiliated with the Company completed the disposition of that certain tract of real property containing two buildings at 2697 International Parkway, Virginia Beach, Virginia (the “Parkway Property”) to an unaffiliated purchaser. The total sales price received for the Property was $7,825,000. The Company and PMI used $4,735,614 of the proceeds from the sale of the Parkway Property to fully repay the mortgage loan collateralized by the Parkway Property.
On March 30, 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 eight buildings at 3940 East Franklin Boulevard in Gastonia, North Carolina (the “Franklin Square Property”) to an unaffiliated purchaser. The total sales price received for the Franklin Square Property was $24,100,000. The Company used $12,954,175 of the proceeds from the sale of the Franklin Square Property to fully repay the mortgage loan collateralized by the Franklin Square Property.
On June 24, 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 a single building at 3535 N. Central Avenue, Chicago, Illinois 60634 (the “Citibank Property”). The total sales price received for the Property was $2,150,000.
On July 29, 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 201 N. Berkeley Boulevard, Goldsboro, North Carolina (the “Ashley Plaza Property”) to an unaffiliated purchaser. The total sales price received for the Ashley Plaza Property was $16,275,000. The Company used $10,113,493 of the proceeds from the sale of the Ashley Plaza Property to defease and retire its obligations under the mortgage loan collateralized by the Ashley Plaza Property.
On September 1, 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 a single building at 48 Brookfield Oaks Drive, Greenville, South Carolina (the “Brookfield Property”) to an unaffiliated purchaser. The total sales price received for the Brookfield Property was $10,100,000. The Company used $4,342,261 of the proceeds from the sale of the Brookfield Property to defease and retire its obligations under the mortgage loan collateralized by the Brookfield Property.
Collectively, the eight disposition transactions are referenced herein as the “Dispositions.”
On June 22, 2026, as a result of the sale of a majority of the Class 1 beneficial interests in MDRR XXV DST 1 (“XXV DST 1”), the owner of that certain tract of real property containing a single building at 312 East Nine Mile Road,
Pensacola, Florida 32514 (the “Tesla Pensacola Property”), the Company deconsolidated the XXV DST 1 entity and removed all assets and liabilities held by XXV DST 1 from its condensed consolidated financial statements (the “Deconsolidation”). As of June 30, 2026, the Company had received approximately $6,777,444 in net cash proceeds from the sale of 84.7% of the Class 1 beneficial interests in XXV DST 1. As of September 1, 2026, the Company had sold 100% of the Class 1 beneficial interests in XXV DST 1, generating approximately $7,983,278 in net cash proceeds.
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, Inc. and Subsidiaries as of June 30, 2026 (unaudited), the condensed consolidated statement of operations of Medalist Diversified, Inc. and Subsidiaries for the six months ended June 30, 2026 (unaudited), and the audited consolidated statement of operations of Medalist Diversified, Inc. and Subsidiaries for the year ended December 31, 2025.
The following unaudited pro forma consolidated balance sheet as of June 30, 2026 has been prepared to give effect to the sale of the Ashley Plaza and Brookfield Properties as if these transactions had occurred on June 30, 2026.
The following unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026 has been prepared to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties, and the Deconsolidation of the XXV DST 1 entity as if these transactions had occurred on January 1, 2026.
The following unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 has been prepared to give effect to the sale of the Salisbury, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties, and the Deconsolidation of the XXV DST 1 entity, as if these transactions had occurred on January 1, 2025.
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 and the Deconsolidation been consummated as of the date indicated.
Medalist Diversified, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2026
| | | | | | | | | | | | | | |
| | | | Pro Forma Adjustments - Dispositions (b) | | | | |||||||
| | Historical | | Ashley Plaza | | | Brookfield | | | Pro Forma | ||||
| | June 30, 2026 (a) | | Property | | | Property | | | June 30, 2026 | ||||
| | (Unaudited) | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | ||||
ASSETS | | | | | | | | | | | | | | |
Investment properties, net | | $ | 12,183,994 | | $ | — | | | $ | (5,400,182) | (ii) | | $ | 6,783,812 |
Cash and cash equivalents | | | 6,382,359 | | | 5,745,400 | (i) | | | 5,389,204 | (i) | | | 17,516,963 |
Restricted cash | | | 1,045,414 | | | — | | | | — | | | | 1,045,414 |
Investment in marketable securities | | | 20,720,749 | | | — | | | | — | | | | 20,720,749 |
Rent and other receivables, net of allowance | | | 111,645 | | | — | | | | — | | | | 111,645 |
Assets held for sale | | | 11,886,710 | | | (11,736,710) | (ii) | | | — | | | | 150,000 |
Equity investment | | | 1,312,047 | | | — | | | | — | | | | 1,312,047 |
Unbilled rent | | | 539,173 | | | (231,733) | (iii) | | | (107,899) | (iii) | | | 199,541 |
Intangible lease assets, net | | | 194,050 | | | — | | | | — | | | | 194,050 |
Other intangible assets | | | 402,964 | | | — | | | | — | | | | 402,964 |
Deferred tax assets, net | | | 2,304,144 | | | — | | | | — | | | | 2,304,144 |
Other assets | | | 733,607 | | | (101,830) | (iv) | | | — | | | | 631,777 |
Total Assets | | $ | 57,816,856 | | $ | (6,324,873) | | | $ | (118,877) | | | $ | 51,373,106 |
| | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 789,824 | | $ | — | | | $ | — | | | $ | 789,824 |
Liabilities associated with assets held for sale | | | 10,372,233 | | | (10,372,233) | (v) | | | — | | | | — |
Intangible lease liabilities, net | | | 333,785 | | | — | | | | — | | | | 333,785 |
Mortgages payable, net | | | 9,041,598 | | | — | | | | (4,272,594) | (v) | | | 4,769,004 |
Total Liabilities | | $ | 20,537,440 | | $ | (10,372,233) | | | $ | (4,272,594) | | | $ | 5,892,613 |
| | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | |
Common stock | | $ | 16,285 | | $ | — | | | $ | — | | | $ | 16,285 |
Additional paid-in capital | | | 58,182,979 | | | — | | | | — | | | | 58,182,979 |
Offering costs | | | (3,782,521) | | | — | | | | — | | | | (3,782,521) |
Accumulated deficit | | | (30,384,954) | | | 4,047,360 | (vi) | | | 4,153,717 | (vi) | | | (22,183,877) |
Total Stockholders' Equity | | | 24,031,789 | | | 4,047,360 | | | | 4,153,717 | | | | 32,232,866 |
Noncontrolling interests - Parkway Property | | | 2,942 | | | — | | | | — | | | | 2,942 |
Noncontrolling interests - Operating Partnership | | | 13,244,685 | | | — | | | | — | | | | 13,244,685 |
Total Equity | | $ | 37,279,416 | | $ | 4,047,360 | | | $ | 4,153,717 | | | $ | 45,480,493 |
Total Liabilities and Equity | | $ | 57,816,856 | | $ | (6,324,873) | | | $ | (118,877) | | | $ | 51,373,106 |
See notes to unaudited pro forma consolidated financial statements
MEDALIST DIVERSIFIED, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2026
Notes to unaudited pro forma consolidated balance sheet as of June 30, 2026
| (a) | Historical financial information was derived from the condensed consolidated balance sheet of the Company as of June 30, 2026 (unaudited). |
| (b) | Adjustments to give effect to the sale of the Ashley Plaza and Brookfield Properties as if each disposition had occurred on June 30, 2026. |
| (i) | Represents net cash proceeds to the Company from the sale of the respective properties after payment of closing costs and repayment of debt. |
| (ii) | Represents book value of the asset group disposed of at closing, including land, site improvements, building and tenant improvements, and lease intangibles, including leasing commissions, leases in place, above market leases, and legal and marketing costs associated with replacing existing leases. For the Brookfield Property, investment property assets had not been reclassified to assets held for sale as of June 30, 2026. |
| (iii) | Represents the write-off of unbilled rent resulting from recording rent revenue on a straight line basis. |
| (iv) | Represents book value of the roof warranty that was part of the asset group transferred to the purchaser at closing. |
| (v) | Represents the mortgages held for sale and intangible liabilities held for sale that were retired at closing. For the Brookfield Property, mortgages and intangible liabilities had not been reclassified to held for sale status as of June 30, 2026. |
| (vi) | Represents the gain on sale recorded at closing, offset by loss on extinguishment of debt related to the unamortized loan issuance costs related to the debt that was repaid at closing. |
Medalist Diversified, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the six months ended June 30, 2026
| | | Pro Forma Adjustments - Dispositions (b) | | | | | | | ||||||||||||||||||||||||
| Historical | | | | | | | | | | | | | | | | | | | | Tesla Property | | | | | ||||||||
| Six Months | | | | | | | | | | | | | | | | | | | | Sales of DST | | | Pro Forma | |||||||||
| Ended | | | | | | | | | | | | | | | | | | | | Interests and | | | Six Months | |||||||||
| June 30, 2026 | | Parkway | | | Greenbrier | | | Franklin Square | | | Citibank | | | Ashley Plaza | | | Brookfield | | | Deconsolidation | | | Ended | |||||||||
| (a) | | Property | | | Property | | | Property | | | Property | | | Property | | | Property | | | (c) | | | June 30, 2026 | |||||||||
| (unaudited) | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | |||||||||
REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment property revenues | $ | 3,501,895 | | $ | (150,687) | (i) | | $ | (145,466) | (i) | | $ | (675,467) | (i) | | $ | (70,494) | (i) | | $ | (845,470) | (i) | | $ | (476,852) | (i) | | $ | (529,948) | (i) | | $ | 607,511 |
DST sponsorship program revenues | | 465,792 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 465,792 |
Total Revenue | $ | 3,967,687 | | $ | (150,687) | | | $ | (145,466) | | | $ | (675,467) | | | $ | (70,494) | | | $ | (845,470) | | | $ | (476,852) | | | $ | (529,948) | | | $ | 1,073,303 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment property operating expenses | $ | 1,043,070 | | $ | (53,803) | (ii) | | $ | (45,227) | (ii) | | $ | (228,110) | (ii) | | $ | — | | | $ | (266,309) | (ii) | | $ | (139,502) | (ii) | | $ | (1,191) | (ii) | | $ | 308,928 |
DST sponsorship program expenses | | 464,430 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 464,430 |
Bad debt expense | | 12,991 | | | (634) | (iii) | | | (12,357) | (iii) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — |
Share based compensation expenses | | 224,220 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 224,220 |
Legal, accounting and other professional fees | | 869,015 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 869,015 |
Corporate general and administrative expenses | | 579,850 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 579,850 |
Impairment of assets held for sale | | 465,327 | | | — | | | | — | | | | — | | | | (217,960) | (iv) | | | — | | | | — | | | | — | | | | 247,367 |
Depreciation and amortization | | 819,447 | | | — | | | | — | | | | (59,271) | (v) | | | (26,906) | (v) | | | (278,905) | (v) | | | (100,527) | (v) | | | — | (iii) | | | 353,838 |
Total Operating Expenses | | 4,478,350 | | | (54,437) | | | | (57,584) | | | | (287,381) | | | | (244,866) | | | | (545,214) | | | | (240,029) | | | | (1,191) | | | | 3,047,648 |
Gain (loss) on disposal of investment properties | | 12,785,020 | | | (1,040,870) | (vi) | | | (4,213,586) | (vi) | | | (7,580,745) | (vi) | | | 50,181 | (vi) | | | — | | | | — | | | | — | | | | — |
Loss on extinguishment of debt | | (372,340) | | | 64,320 | (vii) | | | 112,203 | (vii) | | | 195,817 | (vii) | | | — | | | | — | | | | — | | | | — | | | | — |
Operating Income (Loss) | | 11,902,017 | | | (1,072,800) | | | | (4,189,265) | | | | (7,773,014) | | | | 224,553 | | | | (300,256) | | | | (236,823) | | | | (528,757) | | | | (1,974,345) |
Interest expense | | 753,827 | | | (37,845) | (viii) | | | (39,414) | (viii) | | | (83,419) | (viii) | | | — | | | | (198,970) | (viii) | | | (90,132) | (viii) | | | (193,821) | (iv) | | | 110,226 |
Net Income (Loss) from Operations | | 11,148,190 | | | (1,034,955) | | | | (4,149,851) | | | | (7,689,595) | | | | 224,553 | | | | (101,286) | | | | (146,691) | | | | (334,936) | | | | (2,084,571) |
Other income | | 824,219 | | | — | | | | — | | | | — | | | | — | | | | — | | | | (63,478) | (ix) | | | (103,942) | (v) | | | 656,799 |
Other expense | | (132,015) | | | 7,224 | (ix) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (124,791) |
Net Income (Loss) before Income Taxes | | 11,840,394 | | | (1,027,731) | | | | (4,149,851) | | | | (7,689,595) | | | | 224,553 | | | | (101,286) | | | | (210,169) | | | | (438,878) | | | | (1,552,563) |
Income tax benefit | | 2,076,254 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,076,254 |
Net Income (Loss) | | 13,916,648 | | | (1,027,731) | | | | (4,149,851) | | | | (7,689,595) | | | | 224,553 | | | | (101,286) | | | | (210,169) | | | | (438,878) | | | | 523,691 |
Less: Net income attributable to Parkway Property noncontrolling interests | | 184,990 | | | (184,990) | (x) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — |
Less: Net income attributable to DST Entities | | 121,818 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (121,818) | (vi) | | | — |
Less: Net income attributable to Operating Partnership noncontrolling interests | | 5,061,715 | | | (325,045) | (xi) | | | (1,600,598) | (xi) | | | (2,965,877) | (xi) | | | 86,610 | (xi) | | | (39,066) | (xi) | | | (81,062) | (xi) | | | (122,290) | (vii) | | | 14,387 |
Net Income Attributable to Medalist Common Shareholders | $ | 8,548,125 | | $ | (517,696) | | | $ | (2,549,253) | | | $ | (4,723,718) | | | $ | 137,943 | | | $ | (62,220) | | | $ | (129,107) | | | $ | (194,770) | | | $ | 509,304 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per common share - basic | $ | 5.95 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.35 |
Weighted-average number of shares - basic | | 1,436,234 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,436,234 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per common share - diluted | $ | 4.74 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.80 |
Weighted-average number of shares - diluted | | 1,804,846 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,804,846 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends paid per common share | $ | 0.1350 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.1350 |
See notes to unaudited pro forma consolidated financial statements
MEDALIST DIVERSIFIED, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
Notes to unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026
| (a) | Historical financial information was derived from the condensed consolidated statement of operations of the Company for the six months ended June 30, 2026 (unaudited). |
| (b) | Adjustments to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties as if the dispositions had occurred on January 1, 2026. |
| (i) | Represents the investment property revenues recognized during the six months ended June 30, 2026. Investment property revenues include rent, common area maintenance (“CAM”) revenues, and percentage rent. Rent revenues are presented on a straight-line basis. |
| (ii) | Represents the investment property operating expenses incurred during the six months ended June 30, 2026. |
| (iii) | Represents the bad debt expense recorded during the six months ended June 30, 2026. |
| (iv) | Represents the impairment of assets held for sale recorded during the six months ended June 30, 2026. |
| (v) | Represents the depreciation and amortization expenses recorded during the six months ended June 30, 2026. |
| (vi) | Represents the gain (loss) on disposition of investment properties recorded during the six months ended June 30, 2026. |
| (vii) | Represents the loss on extinguishment of debt recorded during the six months ended June 30, 2026. |
| (viii) | Represents the interest expense incurred on the related mortgages recorded during the six months ended June 30, 2026. |
| (ix) | Represents the other income and expense recorded during the six months ended June 30, 2026. |
| (x) | Represents the noncontrolling owner’s 18.0% share of the Parkway Property’s net income recorded for the six months ended June 30, 2026. |
| (xi) | Represents the Operating Partnership’s pro forma 38.57% weighted average noncontrolling ownership interest’s share of the net income recorded for the six months ended June 30, 2026. |
| (c) | Represents the impact of the deconsolidation of the XXV DST 1 entity resulting from the sale of a majority of the Class 1 beneficial ownership interests in the XXV DST 1 entity as if the deconsolidation had occurred on January 1, 2026. |
| (i) | Represents the investment property revenues recognized during the six months ended June 30, 2026. For the XXV DST 1 entity, investment property revenues include only rent revenues, which are presented on a straight-line basis. |
| (ii) | Represents the investment property operating expenses incurred during the six months ended June 30, 2026. |
| (iii) | Under ASC 360, depreciation and amortization on assets held for sale is not recorded. |
| (iv) | Represents the interest expense incurred on the related mortgages recorded during the six months ended June 30, 2026. |
| (v) | Represents the other income recorded during the six months ended June 30, 2026. |
| (vi) | Represents the noncontrolling owner’s 21.6% share of the XXV DST 1 entity’s net income recorded for the six months ended June 30, 2026. |
| (vii) | Represents the Operating Partnership’s pro forma 38.57% weighted average noncontrolling ownership interest’s share of the net income recorded for the six months ended June 30, 2026. |
Medalist Diversified, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2025
| | | | Pro Forma Adjustments - Dispositions (b) | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | ||||||
| Historical | | | | | | Buffalo | | | United | | | | | | | | ||||||
| Year Ended | | | Salisbury | | | Wild Wings | | | Rentals | | | Parkway | | | Greenbrier | | ||||||
| December 31, 2025 | | | Property | | | Property | | | Property | | | Property | | | Property | | ||||||
| (a) | | | Disposition | | | Disposition | | | Disposition | | | Disposition | | | Disposition | | ||||||
| | | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | |||||
REVENUE | | | | | | | | | | | | | | | | | | | | | | | |
Investment property revenues | $ | 10,396,618 | | | $ | (767,676) | (i) | | $ | (129,616) | (i) | | $ | (164,623) | (i) | | $ | (871,771) | (i) | | $ | (1,103,839) | (i) |
Total Revenue | $ | 10,396,618 | | | $ | (767,676) | | | $ | (129,616) | | | $ | (164,623) | | | $ | (871,771) | | | $ | (1,103,839) | |
| | | | | | | | | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | | |
Investment property operating expenses | $ | 2,778,232 | | | $ | (207,159) | (ii) | | $ | — | | | $ | — | | | $ | (234,480) | (ii) | | $ | (238,139) | (ii) |
Bad debt expense | | 2,382 | | | | (1,061) | (iii) | | | — | | | | — | | | | (161) | (iii) | | | (1,160) | (iii) |
Share based compensation expenses | | 397,182 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Legal, accounting and other professional fees | | 1,594,707 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Corporate general and administrative expenses | | 1,283,334 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Loss on impairment | | 74,328 | | | | — | | | | — | | | | — | | | | — | | | | (3,400) | (iv) |
Impairment of assets held for sale | | 662,394 | | | | — | | | | (160,789) | (v) | | | (381,605) | (v) | | | — | | | | — | |
Depreciation and amortization | | 3,347,577 | | | | (281,485) | (vi) | | | (64,169) | (vi) | | | (101,032) | (vi) | | | (284,563) | (vi) | | | (206,664) | (vi) |
Total Operating Expenses | | 10,140,136 | | | | (489,705) | | | | (224,958) | | | | (482,637) | | | | (519,204) | | | | (449,363) | |
Gain (loss) on disposal of investment properties | | 731,439 | | | | (841,278) | (vii) | | | 52,760 | (vii) | | | 57,079 | (vii) | | | — | | | | — | |
Loss on redemption of mandatorily redeemable preferred stock | | (9,375) | | | | — | | | | — | | | | — | | | | — | | | | — | |
Loss on extinguishment of debt | | (430,644) | | | | 51,081 | (viii) | | | — | | | | — | | | | — | | | | — | |
Operating Income (Loss) | | 547,902 | | | | (1,068,168) | | | | 148,102 | | | | 375,093 | | | | (352,567) | | | | (654,476) | |
Interest expense | | 2,620,396 | | | | (208,497) | (ix) | | | — | | | | — | | | | (256,639) | (ix) | | | (246,882) | (ix) |
Net (Loss) Income from Operations | | (2,072,494) | | | | (859,671) | | | | 148,102 | | | | 375,093 | | | | (95,928) | | | | (407,594) | |
Other income | | 361,498 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Other expense | | (224,777) | | | | — | | | | — | | | | — | | | | 90,166 | (x) | | | — | |
Net (Loss) Income | | (1,935,773) | | | | (859,671) | | | | 148,102 | | | | 375,093 | | | | (5,762) | | | | (407,594) | |
Less: Net income attributable to Parkway Property noncontrolling interests | | 1,036 | | | | — | | | | — | | | | — | | | | (1,036) | (xi) | | | — | |
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests | | 452,028 | | | | (387,798) | (xii) | | | 66,809 | (xii) | | | 169,204 | (xii) | | | (2,132) | (xii) | | | (183,866) | (xii) |
Net (Loss) Income Attributable to Medalist Common Stockholders | $ | (2,388,837) | | | $ | (471,873) | | | $ | 81,293 | | | $ | 205,889 | | | $ | (2,594) | | | $ | (223,728) | |
| | | | | | | | | | | | | | | | | | | | | | | |
Loss per share from operations - basic and diluted | $ | (2.12) | | | | | | | | | | | | | | | | | | | | | |
Weighted-average number of shares - basic and diluted | | 1,127,768 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Dividends paid per common share | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | |
See notes to unaudited pro forma consolidated financial statements
Continued on following page
Medalist Diversified, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2025
Continued from preceding page
| Pro Forma Adjustments - Dispositions (b) (continued) | | | | ||||||||||||||||||
| | | | | | | | | | | | | Tesla Property - | | | | ||||||
| Franklin | | | | | | Ashley | | | | | | Sales of DST | | | | | |||||
| Square | | | Citibank | | | Plaza | | | Brookfield | | | Interests and | | | Pro Forma | ||||||
| Property | | | Property | | | Property | | | Property | | | Deconsolidation | | | Year Ended | ||||||
| Disposition | | | Disposition | | | Disposition | | | Disposition | | | (c) | | | December 31, 2025 | ||||||
| (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | ||||||
REVENUE | | | | | | | | | | | | | | | | | | | | | | |
Investment property revenues | $ | (2,634,259) | (i) | | $ | (150,796) | (i) | | $ | (1,922,729) | (i) | | $ | (844,978) | (i) | | $ | (158,525) | (i) | | $ | 1,647,806 |
Total Revenue | $ | (2,634,259) | | | $ | (150,796) | | | $ | (1,922,729) | | | $ | (844,978) | | | $ | (158,525) | | | $ | 1,647,806 |
| | | | | | | | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | |
Investment property operating expenses | $ | (648,597) | (ii) | | $ | — | | | $ | (596,885) | (ii) | | $ | (256,201) | (ii) | | $ | (544) | (ii) | | $ | 596,227 |
Bad debt expense | | — | | | | — | | | | — | | | | — | | | | — | | | | — |
Share based compensation expenses | | — | | | | — | | | | — | | | | — | | | | — | | | | 397,182 |
Legal, accounting and other professional fees | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,594,707 |
Corporate general and administrative expenses | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,283,334 |
Loss on impairment | | (56,957) | (iv) | | | — | | | | (5,700) | (iv) | | | (8,271) | (iv) | | | — | | | | — |
Impairment of assets held for sale | | — | | | | — | | | | — | | | | — | | | | — | | | | 120,000 |
Depreciation and amortization | | (678,496) | (vi) | | | (80,715) | (vi) | | | (657,770) | (vi) | | | (226,434) | (vi) | | | — | (iii) | | | 766,249 |
Total Operating Expenses | | (1,384,050) | | | | (80,715) | | | | (1,260,355) | | | | (490,906) | | | | (544) | | | | 4,757,699 |
Gain (loss) on disposal of investment properties | | — | | | | — | | | | — | | | | — | | | | — | | | | — |
Loss on redemption of mandatorily redeemable preferred stock | | — | | | | — | | | | — | | | | — | | | | — | | | | (9,375) |
Loss on extinguishment of debt | | — | | | | — | | | | — | | | | — | | | | 379,563 | (iv) | | | — |
Operating Income (Loss) | | (1,250,209) | | | | (70,081) | | | | (662,374) | | | | (354,072) | | | | 221,582 | | | | (3,119,268) |
Interest expense | | (535,041) | (ix) | | | — | | | | (410,934) | (ix) | | | (186,545) | (ix) | | | (58,896) | (v) | | | 716,962 |
Net (Loss) Income from Operations | | (715,168) | | | | (70,081) | | | | (251,440) | | | | (167,527) | | | | 280,478 | | | | (3,836,230) |
Other income | | (320,670) | (x) | | | — | | | | — | | | | (15,000) | (x) | | | (242) | (vi) | | | 25,586 |
Other expense | | — | | | | — | | | | — | | | | — | | | | 90,585 | (vii) | | | (44,026) |
Net (Loss) Income | | (1,035,838) | | | | (70,081) | | | | (251,440) | | | | (182,527) | | | | 370,821 | | | | (3,854,670) |
Less: Net income attributable to Parkway Property noncontrolling interests | | — | | | | — | | | | — | | | | — | | | | — | | | | — |
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests | | (467,267) | (xii) | | | (31,614) | (xii) | | | (113,425) | (xii) | | | (82,338) | (xii) | | | 167,277 | (viii) | | | (413,122) |
Net (Loss) Income Attributable to Medalist Common Stockholders | $ | (568,571) | | | $ | (38,467) | | | $ | (138,015) | | | $ | (100,189) | | | $ | 203,544 | | | $ | (3,441,548) |
| | | | | | | | | | | | | | | | | | | | | | |
Loss per share from operations - basic and diluted | | | | | | | | | | | | | | | | | | | | | $ | (3.05) |
Weighted-average number of shares - basic and diluted | | | | | | | | | | | | | | | | | | | | | | 1,127,768 |
| | | | | | | | | | | | | | | | | | | | | | |
Dividends paid per common share | | | | | | | | | | | | | | | | | | | | | $ | 0.17 |
See notes to unaudited pro forma consolidated financial statements
MEDALIST DIVERSIFIED, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
Notes to unaudited pro forma consolidated statement of operations for the year ended December 31, 2025
| (a) | Historical financial information was derived from the consolidated statement of operations of the Company for the year ended December 31, 2025. |
| (b) | Adjustments to give effect to the sale of the Salisbury, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties as if the dispositions had occurred on January 1, 2025. |
| (i) | Represents the investment property revenues recognized during the year ended December 31, 2025. Investment property revenues include rent, CAM revenues, and percentage rent. Rent revenues are presented on a straight-line basis. |
| (ii) | Represents the investment property operating expenses incurred during the year ended December 31, 2025. |
| (iii) | Represents the bad debt expense recorded during the year ended December 31, 2025. |
| (iv) | Represents the loss on impairment recorded during the year ended December 31, 2025. |
| (v) | Represents the impairment of assets held for sale recorded during the year ended December 31, 2025. |
| (vi) | Represents the depreciation and amortization expenses recorded during the year ended December 31, 2025. |
| (vii) | Represents the gain (loss) on disposition of investment properties recorded during the year ended December 31, 2025. |
| (viii) | Represents the loss on extinguishment of debt recorded during the year ended December 31, 2025. |
| (ix) | Represents the interest expense incurred on the related mortgages recorded during the year ended December 31, 2025. |
| (x) | Represents the other income and expense recorded during the year ended December 31, 2025. |
| (xi) | Represents the noncontrolling owner’s 18.0% share of the Parkway Property’s net income recorded for the year ended December 31, 2025. |
| (xii) | Represents the Operating Partnership’s pro forma 45.11% weighted average noncontrolling ownership interest’s share of the net income (loss) recorded for the year ended December 31, 2025. |
| (c) | Represents the impact of the deconsolidation of the XXV DST 1 entity resulting from the sale of a majority of the Class 1 beneficial ownership interests in the XXV DST 1 entity as if the deconsolidation had occurred on January 1, 2025. |
| (i) | Represents the investment property revenues recognized during the year ended December 31, 2025. For the XXV DST 1 entity, investment property revenues include only rent revenues, which are presented on a straight-line basis. |
| (ii) | Represents the investment property operating expenses incurred during the year ended December 31, 2025. |
| (iii) | Under ASC 360, depreciation and amortization on assets held for sale is not recorded. |
| (iv) | Represents the loss on extinguishment of debt recorded during the year ended December 31, 2025 resulting from the repayment of the Farmers Line of Credit. |
| (v) | During the year ended December 31, 2025, interest expense includes interest paid on (1) Farmers Line of Credit which financed the acquisition of the Tesla Property from July 18, 2025, the acquisition date, through November 7, 2025 and (2) the mortgage payable which refinanced the Farmers Line of Credit from November 7, 2025 through December 31, 2025. |
| (vi) | Represents the other income recorded during the year ended December 31, 2025. |
| (vii) | Represents the other expense recorded during the year ended December 31, 2025. |
| (viii) | Represents the Operating Partnership’s pro forma 45.11% weighted average noncontrolling ownership interest’s share of the net income (loss) recorded for the year ended December 31, 2025. |