8-K

​

​

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): April 1, 2026 ( March 30, 2026 )

Medalist Diversified, 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 2.01	Completion of Acquisition or Disposition of Assets.

​

As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission by Medalist Diversified, Inc., a Maryland corporation (the “Company”) on February 4, 2026, on February 3, 2026, MDR Franklin Square, LLC, a Delaware limited liability company (the “Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Agreement”), with PC Acquisitions, LLC, a North Carolina limited liability company (the “Purchaser”), whereby the Purchaser agreed to acquire from the Seller the Shops at Franklin Square, a 134,239 square foot retail property located in Gastonia, North Carolina (the “Franklin Square Property”).

​

On March 30, 2026, the Company closed on the sale of the Franklin Square Property (the “Disposition”). The total sales price of the Franklin Square Property was $24,100,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $12,954,175 from the proceeds from the sale of the Franklin Square Property to defease and retire is obligations under the mortgage loan secured by the Franklin Square Property.

​

The foregoing description is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on February 4, 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 8.01	Other Events

On April 1, 2026, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 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 April 21, 2026 to holders of record of the Common Stock as of April 15, 2026.

​

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 December 31, 2025.

Notes to Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2025.

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
99.1	​	Unaudited Pro Forma Financial Statements
99.2	​	Press Release dated April 1, 2026
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

​

​

SIGNATURE

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

	MEDALIST DIVERSIFIED, INC.
Dated: April 1, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

​

​

​

​

Exhibit 99.1

​

MEDALIST DIVERSIFIED REIT, INC.

​

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

​

Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2025

​

and

​

Unaudited Pro Forma Consolidated Statement of Operations for the

year ended December 31, 202 5

​

​

​

​

Summary of Unaudited Pro Forma Consolidated Financial Statements

​

The following pro forma financial information is presented in accordance with Article 11 of Regulation S-X promulgated the United States Securities and Exchange Commission (the “SEC”). In accordance with Article 11 of Regulation S-X, certain unaudited financial information for the properties disposed of since December 31, 2025 that are not individually significant have also been presented.

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

​

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

​

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

​

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 three buildings at 2697 International Parkway, Virginia Beach, Virginia, commonly known as the Parkway Property (the “Parkway Property”) to an unaffiliated purchaser.

​

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 commonly known as the Shops at Franklin Square (the “Franklin Square Property”) to an unaffiliated purchaser.  Collectively, the five transactions are referenced herein as the “Dispositions.”

​

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

​

The following unaudited pro forma consolidated balance sheet as of December 31, 2025 has been prepared to give effect to dispositions that have closed during 2026, specifically, the Greenbrier Property, Parkway Property and Franklin Square Property, as if these transactions had occurred on December 31, 2025.  The dispositions of the Salisbury, Buffalo Wild Wings and United Rentals properties closed prior to December 31, 2025 and these properties were not represented on the Company’s audited consolidated balance sheet as of December 31, 2025.  As a result, no adjustments to the December 31, 2025 audited consolidated balance sheet are required to reflect their disposition.

​

The following unaudited pro forma consolidated statement of operations for year ended December 31, 2025 has been prepared to give effect to the Dispositions 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 of the Greenbrier Property, the Parkway Property and the Franklin Square Property been consummated as of the dates indicated.

​

​

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of December 31, 2025

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Pro Forma Adjustments (b)											​	​	​
​	​	​		​	​		​	​	​		​	​	Pro Forma		​	​	​
​	​	​		​	Pro Forma		​	​	Pro Forma		​	​	Adjustments		​	​	​
​	​	​		​	Adjustments		​	​	Adjustments		​	​	Franklin Square		​	​	​
​	​	Historical		​	Greenbrier Property		​	​	Parkway Property		​	​	Property		​	​	Pro Forma
​	​	December 31, 2025 (a)		​	Disposition (i)		​	​	Disposition (ii)		​	​	Disposition (iii)		​	​	December 31, 2025
​	​	​		​	(Unaudited)		​	​	(Unaudited)		​	​	(Unaudited)		​	​	(Unaudited)
ASSETS	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Investment properties, net	​	$	41,187,188	​	$	—	​	​	$	—	​	​	$	(15,463,511)	(c)	​	$	25,723,677
Cash	​	​	2,631,964	​	​	3,631,304	(d)	​	​	2,587,895	(d)	​	​	10,632,356	(d)	​	​	19,483,519
Restricted cash	​	​	1,502,106	​	​	—	​	​	​	—	​	​	​	—	​	​	​	1,502,106
Rent and other receivables, net of allowance	​	​	387,782	​	​	—	​	​	​	—	​	​	​	—	​	​	​	387,782
Assets held for sale	​	​	28,299,993	​	​	(6,323,431)	(e)	​	​	(6,613,920)	(e)	​	​	—	​	​	​	15,362,642
Unbilled rent	​	​	1,272,531	​	​	(70,354)	(f)	​	​	(93,330)	(f)	​	​	(519,577)	(f)	​	​	589,270
Intangible assets, net	​	​	1,259,021	​	​	—	​	​	​	—	​	​	​	(39,152)	(g)	​	​	1,219,869
Other intangible assets	​	​	293,902	​	​	—	​	​	​	—	​	​	​	—	​	​	​	293,902
Other assets	​	​	905,124	​	​	—	​	​	​	—	​	​	​	—	​	​	​	905,124
Total Assets	​	$	77,739,611	​	$	(2,762,481)	​	​	$	(4,119,355)	​	​	$	(5,389,884)	​	​	$	65,467,891
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
LIABILITIES	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Accounts payable and accrued liabilities	​	$	1,011,528	​	$	—	​	​	$	—	​	​	$	—	​	​	$	1,011,528
Liabilities associated with assets held for sale	​	​	19,002,311	​	​	(7,000,000)	(h)	​	​	(4,671,294)	(h)	​	​	—	​	​	​	7,331,017
Intangible liabilities, net	​	​	784,987	​	​	—	​	​	​	—	​	​	​	(30,109)	(i)	​	​	754,878
Mortgages payable, net	​	​	32,828,863	​	​	—	​	​	​	—	​	​	​	(13,119,680)	(j)	​	​	19,709,183
Total Liabilities	​	$	53,627,689	​	$	(7,000,000)	​	​	$	(4,671,294)	​	​	$	(13,149,789)	​	​	$	28,806,606
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
EQUITY	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Common stock	​	$	11,100	​	$	—	​	​	$	—	​	​	$	—	​	​	$	11,100
Additional paid-in capital	​	​	51,957,534	​	​	—	​	​	​	—	​	​	​	—	​	​	​	51,957,534
Offering costs	​	​	(3,777,793)	​	​	—	​	​	​	—	​	​	​	—	​	​	​	(3,777,793)
Accumulated deficit	​	​	(38,761,731)	​	​	2,117,912	(k)	​	​	464,836	(k)	​	​	3,878,401	(k)	​	​	(32,300,582)
Total Shareholders' Equity	​	​	9,429,110	​	​	2,117,912	​	​	​	464,836	​	​	​	3,878,401	​	​	​	15,890,259
Noncontrolling interests - Parkway Property	​	​	378,105	​	​	—	​	​	​	(378,105)	(l)	​	​	—	​	​	​	—
Noncontrolling interests - Operating Partnership	​	​	14,304,707	​	​	2,119,607	(m)	​	​	465,208	(m)	​	​	3,881,505	(m)	​	​	20,771,027
Total Equity	​	$	24,111,922	​	$	4,237,519	​	​	$	551,939	​	​	$	7,759,905	​	​	$	36,661,285
Total Liabilities and Equity	​	$	77,739,611	​	$	(2,762,481)	​	​	$	(4,119,355)	​	​	$	(5,389,884)	​	​	$	65,467,891

​

​

​

See notes to unaudited pro forma consolidated financial statements

​

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2025

​

​

Notes to unaudited pro forma consolidated balance sheet as of December 31, 2025

​

(a)	Historical financial information was derived from the audited consolidated balance sheet of the Company as of December 31, 2025.

​

(b)	Represents the impact of the Greenbrier, Parkway and Franklin Square dispositions as if each transaction had occurred on December 31, 2025.

​

i.	On February 13, 2026, the Company closed on the sale of the Greenbrier Property. The total sales price received for the Greenbrier 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

​

ii.	On February 27, 2026, the Company and PMI, the Company’s tenant-in-common co-owner, closed on the sale of the Parkway Property. 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.

​

iii.	On March 30, 2026, the Company, closed on the sale of the Franklin Square Property.  The total sales price received for the 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.

​

(c)	Represents the book value of the Franklin Square Property which, as of December 31, 2025, had not yet been transferred to assets held for sale.

​

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

​

(e)	Represents the book value of the Greenbrier and Parkway Properties which, as of December 31, 2025, had been transferred to assets held for sale.

​

(f)	Represents the book value of unbilled rent as of December 31, 2025.

​

(g)	Represents the book value of the intangible assets associated with the Franklin Square Property which, as of December 31, 2025, had not yet been transferred to assets held for sale.

​

(h)	Represents the repayment of mortgages payable, net, associated with assets held for sale.

​

(i)	Represents the book value of the intangible liabilities associated with the Franklin Square Property which, as of December 31, 2025, had not yet been transferred to liabilities associated with assets held for sale.

​

(j)	Represents the repayment of mortgages payable, net, associated with the Franklin Square Property which, as of December 31, 2025, had not yet been transferred to liabilities associated with assets held for sale.

​

(k)	Represents the Company’s interest in the gain on disposition of investment properties.

​

(l)	Represents PMI’s non-controlling 18% interest in the gain on sale of the Parkway Property.

​

(m)	Represents the Operating Partnership’s non-controlling interest in the gain on sale.  As of December 31, 2025, the OP Units not held by the Company represent 50.02% of the outstanding OP Units.

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Pro Forma Adjustments (b)																		​	​	​
​	​	​	​	​		​	​	Pro Forma		​	​		​	​	​		​	​	​		​	​	​
​	​	​	​	​	​	​	​	Adjustments		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Historical		​	Pro Forma		​	​	Buffalo Wild		​	Pro Forma		​	​	Pro Forma		​	​	Pro Forma		​	​	​
​	Year Ended		​	Adjustments		​	​	Wings and		​	Adjustments		​	​	Adjustments		​	​	Adjustments		​	​	Pro Forma
​	December 31, 2025		​	Salisbury		​	​	United Rentals		​	Greenbrier		​	​	Parkway		​	​	Franklin Square		​	​	Year Ended
​	(a)		​	Disposition		​	​	Dispositions		​	Disposition		​	​	Disposition		​	​	Disposition		​	​	December 31, 2025
​	​		​	(unaudited)		​	​	(unaudited)		​	(unaudited)		​	​	(unaudited)		​	​	(unaudited)		​	​	(unaudited)
REVENUE	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Retail center property revenues	$	6,313,227	​	$	767,676	(c)	​	$	—	​	$	—	​	​	$	—	​	​	$	2,634,259	(c)	​	$	2,911,292
Flex center property revenues	​	2,820,588	​	​	—	​	​	​	—	​	​	1,103,839	(c)	​	​	871,771	(c)	​	​	—	​	​	​	844,978
Single tenant net lease property revenues	​	1,262,803	​	​	—	​	​	​	294,239	(c)	​	—	​	​	​	—	​	​	​	—	​	​	​	968,564
Total Revenue	$	10,396,618	​	$	767,676	​	​	$	294,239	​	$	1,103,839	​	​	$	871,771	​	​	$	2,634,259	​	​	$	4,724,834
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
OPERATING EXPENSES	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Retail center property operating expenses	$	1,874,296	​	$	207,159	(d)	​	$	—	​	$	—	​	​	$	—	​	​	$	648,597	(d)	​	$	1,018,540
Flex center property operating expenses	​	728,820	​	​	—	​	​	​	—	​	​	238,139	(d)	​	​	234,480	(d)	​	​	—	​	​	​	256,201
Single tenant net lease property expenses	​	175,116	​	​	—	​	​	​	—	​	​	—	​	​	​	—	​	​	​	—	​	​	​	175,116
Bad debt expense	​	2,382	​	​	1,061	(e)	​	​	—	​	​	1,160	(e)	​	​	161	(e)	​	​	—	​	​	​	-
Share based compensation expenses	​	397,182	​	​	—	​	​	​	—	​	​	—	​	​	​	—	​	​	​	—	​	​	​	397,182
Legal, accounting and other professional fees	​	1,594,707	​	​	—	​	​	​	—	​	​	—	​	​	​	—	​	​	​	—	​	​	​	1,594,707
Corporate general and administrative expenses	​	1,283,334	​	​	—	​	​	​	—	​	​	—	​	​	​	—	​	​	​	—	​	​	​	1,283,334
Loss on impairment	​	74,328	​	​	—	​	​	​	—	​	​	3,400	(f)	​	​	—	​	​	​	56,957	(f)	​	​	13,971
Impairment of assets held for sale	​	662,394	​	​	—	​	​	​	542,394	(g)	​	—	​	​	​	—	​	​	​	—	​	​	​	120,000
Depreciation and amortization	​	3,347,577	​	​	281,485	(h)	​	​	165,201	(h)	​	206,664	(h)	​	​	284,563	(h)	​	​	678,496	(h)	​	​	1,731,168
Total Operating Expenses	​	10,140,136	​	​	489,705	​	​	​	707,595	​	​	449,363	​	​	​	519,204	​	​	​	1,384,050	​	​	​	6,590,219
Gain (loss) on disposal of investment properties	​	731,439	​	​	841,278	(i)	​	​	(109,839)	(i)	​	—	​	​	​	—	​	​	​	—	​	​	​	-
Loss on redemption of mandatorily redeemable preferred stock	​	(9,375)	​	​	—	​	​	​	—	​	​	—	​	​	​	—	​	​	​	—	​	​	​	(9,375)
Loss on extinguishment of debt	​	(430,644)	​	​	—	​	​	​	—	​	​	—	​	​	​	—	​	​	​	—	​	​	​	(430,644)
Operating Income (Loss)	​	547,902	​	​	1,119,249	​	​	​	(523,195)	​	​	654,476	​	​	​	352,567	​	​	​	1,250,209	​	​	​	(2,305,404)
Interest expense	​	2,620,396	​	​	208,496	(j)	​	​	—	​	​	246,882	(j)	​	​	256,639	(j)	​	​	535,041	(j)	​	​	1,373,338
Net (Loss) Income from Operations	​	(2,072,494)	​	​	910,753	​	​	​	(523,195)	​	​	407,594	​	​	​	95,928	​	​	​	715,168	​	​	​	(3,678,742)
Other income	​	361,498	​	​	—	​	​	​	—	​	​	—	​	​	​	—	​	​	​	320,670	(k)	​	​	40,828
Other expense	​	(224,777)	​	​	—	​	​	​	—	​	​	—	​	​	​	(90,166)	(l)	​	​	—	​	​	​	(134,611)
Net (Loss) Income	​	(1,935,773)	​	​	910,753	​	​	​	(523,195)	​	​	407,594	​	​	​	5,762	​	​	​	1,035,838	​	​	​	(3,772,525)
Less: Net income attributable to Parkway Property noncontrolling interests	​	1,036	​	​	—	​	​	​	—	​	​	—	​	​	​	1,036	(m)	​	​	—	​	​	​	-
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests	​	452,028	​	​	410,841	(n)	​	​	(236,013)	(n)	​	183,865	(n)	​	​	2,132	(n)	​	​	467,267	(n)	​	​	(376,063)
Net (Loss) Income Attributable to Medalist Common Shareholders	$	(2,388,837)	​	$	499,912	​	​	$	(287,182)	​	$	223,728	​	​	$	2,594	​	​	$	568,571	​	​	$	(3,396,461)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss per share from operations - basic and diluted	$	(1.90)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	$	(2.70)
Weighted-average number of shares - basic and diluted	​	1,258,602	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	1,258,602
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Dividends paid per common share	$	0.2675	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	$	0.2675

​

See notes to unaudited pro forma consolidated financial statements

​

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 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 audited consolidated statement of operations of the Company for the year ended December 31, 2025.

​

(b)	Represents the impact of the Dispositions to the Company’s statement of operations as if each transaction had occurred on January 1, 2025.  Each adjustment reflects a reduction of revenues and expenses associated with each property as if the Company had not owned the property during the year ended December 31, 2025.

​

(c)	Represents the revenues recognized during the year ended December 31, 2025.

​

(d)	Represents the property operating expenses incurred during the year ended December 31, 2025.

​

(e)	Represents the bad debt expense recognized during the year ended December 31, 2025.

​

(f)	Represents the loss on impairment incurred during the year ended December 31, 2025.

​

(g)	Represents the impairment of assets held for sale recognized during the year ended December 31, 2025.

​

(h)	Represents the depreciation and amortization expenses recorded during the year ended December 31, 2025.

​

(i)	Represents the gain on sale for the Salisbury Property and loss on sale for the Buffalo Wild Wings and United Rentals Properties recognized during the year ended December 31, 2025.

​

(j)

Represents interest expense incurred for the year ended December 31, 2025.  For the Salisbury and Greenbrier Properties, this represents an allocation of interest expense from the Wells Fargo Mortgage Facility incurred during the year ended December 31, 2025.  The Wells Fargo Mortgage Facility was collateralized by the Salisbury and Greenbrier Properties, and the Company’s Lancer Center Property.  The total interest paid under the Wells Fargo Mortgage Facility is allocated to each property based on the relationship of each property’s appraised value at the initiation of the Wells Fargo Mortgage Facility to the total appraised value of the three collateral properties.

​

(k)	Represents other income consisting of lease termination fees and insurance proceeds recognized during the year ended December 31, 2025.

​

(l)	Represents other expense, consisting of the change in the fair value of the interest rate cap, recognized during the year ended December 31, 2025.

​

(m)	Represents PMI’s 18% non-controlling interest in Parkway’s net income for the year ended December 31, 2025.

​

(n)	Represents the Operating Partnership’s non-controlling interest in each respective property’s net income (loss).  During the year ended December 31, 2025, a weighted average of 45.11% of the Operating Partnership’s net loss was allocated to the noncontrolling unit holders.

​

​

​

​

Exhibit 99.2

​

​

MEDALIST DIVERSIFIED, INC. ANNOUNCES DIVIDEND OF

$0.0675 PER SHARE ON ITS COMMON STOCK

​

​

RICHMOND, VA., APRIL 1, 2026--( BUSINESS WIRE )--Medalist Diversified, Inc. (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based sponsor of Delaware Statutory Trusts, 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 April 21, 2026 to holders of record of the Common Stock as of April 15, 2026.

​

​

​

​

Contacts

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