Medalist Diversified, Inc 10-K/A, filed Apr 28, 2025

Medalist Diversified, Inc. (MDRR)

10-K/A 2025-04-28 For: 2024-12-31

Added on April 06, 2026

About this 10-K/A

Medalist Diversified, Inc filed this 10-K/A on April 28, 2025, covering the fiscal year ended December 31, 2024.

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $27.52K; compared with a net loss of $4.57M a year earlier

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☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2024

	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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


Large accelerated filer	◻	Accelerated filer	◻

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

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PART III		4

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	4
ITEM 11.	EXECUTIVE AND DIRECTOR COMPENSATION	9
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	17
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	18
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	20

PART IV		21

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	21


Name	Age	Position
Class 1 Directors (terms expire at the 2027 annual meeting)
Kory J. Kramer	48	Independent Director
David Lunin	44	Independent Director

Class 2 Directors (terms expire at the 2025 annual meeting)
A. Lee Finley	77	Independent Director
Emanuel D. Neuman	45	Independent Director
Marc Carlson	64	Independent Director

Class 3 Directors (terms expire at the 2026 annual meeting)
Francis P. Kavanaugh	64	Director, President, Chief Executive Officer, Secretary and Treasurer
Neil P. Farmer	68	Independent Director

Officers
Francis P. Kavanaugh	64	Director, President, Chief Executive Officer, Secretary and Treasurer
C. Brent Winn, Jr.	63	Chief Financial Officer


	·	to evaluate and approve the services and fees of our independent registered public accounting firm;


	·	to assist our board of directors in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, management’s system of internal controls and the audit and financial reporting process.


	·	reviewing and approving the compensation, if any, of all of our executive officers;


	·	implementing and administering our incentive compensation equity-based remuneration plans, if any;


	·	assisting management in complying with our report disclosure requirements; and


	·	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.


	·	identifying and recommending to our full board of directors qualified candidates for election as directors and recommending nominees for election as directors at the annual meeting of stockholders;


	·	developing and recommending to our board of directors’ corporate governance guidelines and implementing and monitoring such guidelines;


	·	reviewing and making recommendations on matters involving the general operation of our board of directors, including board size and composition, and committee composition and structure;


	·	recommending to our board of directors’ nominees for each committee of our board of directors;


·		to periodically review the auditors’ independence; and


	·	annually facilitating the assessment of our board of directors’ performance as a whole and of the individual directors, as required by applicable law, regulations and Nasdaq Capital Market or another national exchange’s corporate governance listing standards, if applicable; and


	·	overseeing our board of directors’ evaluation of management.


								All Other
Name and Principal Position	Year	Salary ($)		Bonus ($)		Equity Awards ($)⁽¹⁾		Compensation ($)		Total
Francis P. Kavanaugh, CEO and President⁽²⁾	2024	$	75,000	$	—	$	190,000	$	—	$	265,000
	2023		—		—		—		—		—
C. Brent Winn, Jr., Chief Financial Officer	2024	$	250,000	$	—	$	—	$	—		250,000
	2023		250,000		—		—		—		250,000


	·	a person, entity or affiliated group (with certain exceptions) acquires, in a transaction or series of transactions, more than 50% of the total combined voting power of our outstanding securities;


	·	there occurs a merger, consolidation, reorganization, or business combination, unless the holders of our voting securities immediately prior to such transaction have more than 50% of the combined voting power of the securities in the successor entity or its parent;


	·	we (i) sell or dispose of all or substantially all of our assets or (ii) acquire assets or stock of another entity, unless the holders of our voting securities immediately prior to such transaction have more than 50% of the combined voting power of the securities in the successor entity or its parent; or


	·	during any period of two consecutive years, individuals who, at the beginning of such period, constitute our Board together with any new directors (other than individuals who become directors in connection with certain transactions or election contests) cease for any reason to constitute a majority of our Board.


	Fees
	Earned or
	Paid in		Stock
Name	Cash ($)		Awards ($) ⁽¹⁾		Total ($)
Francis P. Kavanaugh	$	—	$	—	$	—
Marc Carlson ⁽²⁾		—		—		—
Neil P. Farmer		15,000		15,000		30,000
Alfred Lee Finley		15,000		15,000		30,000
David Lunin		15,000		15,000		30,000
Kory Kramer ⁽²⁾		—		—		—
Emanuel D. Neuman		15,000		15,000		30,000
Timothy P. O'Brien⁽³⁾		15,000		15,000		30,000
Charles S. Pearson, Jr.⁽³⁾		15,000		15,000		30,000
	$	90,000	$	90,000	$	180,000


(1)	The amounts in the Stock Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of stock awards during the applicable fiscal year under the Company’s Equity Incentive Plan.
(2)	Messrs. Carlson and Kramer are not included in this table because they joined the Board during fiscal year 2025.
(3)	Messrs. O’Brien and Pearson resigned from the Board on June 26, 2024.


													Value of Initial
	Summary				Summary				Average Summary		Average		Fixed $100
	Compensation		Compensation		Compensation		Compensation		Compensation		Compensation		Investment
	Table Total		Actually Paid		Table Total		Actually Paid		Table Total		Actually Paid		Based on Total
	for PEO		to PEO		for PEO		to PEO		for Non-		to Non-PEO		Shareholder		Net Income
Year	(Kavanaugh)^1,2		(Kavanaugh)³		(Messier)^1,2		(Messier)⁴		PEO NEOs⁵		NEOs⁶		Return⁷		(Loss)⁸
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2024	$	265,000	$	265,000	$	—	$	—	$	250,000	$	250,000	$	71.16	$	27,524
2023		—		—		—		—		112,903		112,903		55.37		(4,571,279)
2022		—		—		63,300		63,300		211,472		211,472		58.89		(4,769,241)


	FY2024		FY2023		FY2022
Total Compensation for PEO as reported in the Summary Compensation Table for the covered fiscal year	$	265,000	$	—	$	—
Deduct pension values reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the covered fiscal year		—		—		—
Deduct grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year	$	190,000		—	$	—
Add actuarial present value of pension value attributable to covered fiscal year’s service		—		—		—
Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation		—		—		—
Add fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year	$	190,000		—	$	—
Add dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year		—		—		—

Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year			—			—			—
Compensation Actually Paid to PEO		$	265,000		$	—		$	—


		Number of	Number of
		Shares	OP Units			Percentage
		Beneficially	Beneficially	Percentage		of all Shares
Name of Beneficial Owner	Title of Class	Owned	Owned	of all Shares⁽¹⁾		and OP Units⁽²⁾
Named Executive Officers and Directors⁽³⁾
Francis P. Kavanaugh⁽⁴⁾⁽⁵⁾	Common Stock & OP Units	236,000	19,348	17.4	%	18.5	%
Marc Carlson	Common Stock	101,039	—	7.5	%	7.3	%
Neil Farmer	Common Stock	11,758	—	*	%	*	%
Kory Kramer	Common Stock	101,039	—	7.5	%	7.3	%
David Lunin	Common Stock	3,566	—	*	%	*	%
Emanuel Neuman	Common Stock	11,878	—	*	%	*	%
Alfred Lee Finley⁽⁶⁾	Common Stock	166,269	—	12.3	%	12.1	%
C. Brent Winn, Jr.⁽⁷⁾	Common Stock	52,659	—	3.9	%	3.8	%
All Current Directors and Executive Officers as a Group (8 persons)		583,169	19,348	43.0	%	43.7	%


(1)	Based on 1,352,409 shares of common stock outstanding as of April 25, 2025.
(2)	Based on 1,352,409 shares of common stock outstanding and 24,169 Operating Partnership Units outstanding that are redeemable for shares of common stock as of April 25, 2025.
(3)	The address of each beneficial owner is P.O. Box 8436, Richmond, VA 23226.
(4)	Number of shares of common stock and Operating Partnership Units beneficially owned includes 19,348 Operating Partnership Units that were issued to Mr. Kavanaugh on January 18, 2024, and which became redeemable for shares of common stock on January 18, 2025. The number of Operating Partnership Units beneficially owned by Mr. Kavanaugh excludes 208,696 Operating Partnership Units that were issued to Mr. Kavanaugh on March 28, 2024, but which will not be redeemable until the later of March 28, 2025 or the receipt of shareholder approval, 160,000 Operating Partnership Units that were issued to Mr. Kavanaugh on October 11, 2024, but which will not be redeemable until the later of October 11, 2025 or the receipt of shareholder approval, 14,547 Operating Partnership Units that were issued to Mr. Kavanaugh on January 15, 2025, but which will not be redeemable until January 15, 2026, 209,600 Operating Partnership Units that were issued to Mr. Kavanaugh on January

	24, 2025, but which will not be redeemable until the later of January 24, 2026 or the receipt of shareholder approval and 251,600 Operating Partnership Units that were issued to Mr. Kavanaugh on February 21, 2025, but which will not be redeemable until the later of February 21, 2026 or the receipt of shareholder approval.
(5)	On August 8, 2023, the Board of Directors granted a waiver of the ownership limitations in Article VI of the Company’s Articles of Incorporation to permit Mr. Kavanaugh and any of his affiliates to own up to 20.0 % in the aggregate of the outstanding shares of capital stock of the Company, as set forth in, and subject to the terms and conditions in, that certain letter, dated August 8, 2023, from Mr. Kavanaugh to the Board.
(6)	On November 4, 2022, the Board of Directors granted a waiver of the ownership limitations in Article VI of the Company’s Articles of Incorporation to permit Mr. Finley to own up to 15.05% in the aggregate of the outstanding shares of capital stock of the Company, as set forth in, and subject to the terms and conditions in, that certain letter, dated October 27, 2022, from Mr. Finley to the Board.
(7)	On January 23, 2025, the Board of Directors granted a waiver of the ownership limitations in Article VI of the Company’s Articles of Incorporation to permit Mr. Winn to own up to 4.9% in the aggregate of the outstanding shares of capital stock of the Company, as set forth in, and subject to the terms and conditions in, that certain letter, dated January 20, 2025, from Mr. Winn to the Board.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance (1)
Equity compensation plans approved by security holders		—		—		2,447
Equity compensation plans not approved by security holders		—		—		—
Total		—		—		2,447


	(1)	As of December 31, 2024. Pursuant to the terms of the Equity Incentive Plan, on each January 1 during the term of the Equity Incentive Plan, the maximum number of shares of common stock that may be issued under the Equity Incentive Plan increases by 8% of any additional shares of common stock or interests in the Operating Partnership issued in the preceding calendar year. As of January 1, 2025, the shares available for issuance under the Equity Incentive Plan was adjusted to 50,343 shares.


	2023		2024
Audit Fees⁽¹⁾	$	212,012	$	244,614
Audit-Related Fees⁽²⁾		—		18,375
Tax Fees⁽³⁾		90,826		59,092
Total	$	302,838	$	322,081


(1)		Audit fees consist of the aggregate fees billed for professional services rendered by Cherry Bekaert LLP and its affiliates in connection with its audit of our consolidated financial statements, and certain additional services associated with our public equity offerings, including reviewing registration statements and the issuance of comfort letters and consents.
(2)	Audit-related fees consist of the aggregate fees billed for professional services rendered by Cherry Bekaert LLP and its affiliates in connection with audits required in connection with property acquisitions.
(3)		Tax preparation fees consist of the aggregate fees billed for professional services rendered by Cherry Bekaert LLP and its affiliates in connection with the preparation of tax returns for the Company.


Exhibit Number		Description
3.1		Articles of Incorporation of Medalist Diversified REIT, Inc.*
3.2		Articles Supplementary to the Articles of Incorporation of Medalist Diversified REIT, Inc. designating the Company’s Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A filed on February 13, 2020).
3.3		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 1-for-8 reverse stock split of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 3, 2023).
3.4		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. decreasing the par value of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 3, 2023).
3.5		Articles Supplementary to the Articles of Incorporations of Medalist Diversified REIT, Inc. electing to become subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 29, 2023).
3.6		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 1-for-10 reverse stock split of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 2, 2024).
3.7		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 5-for-1 forward stock split of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 2, 2024).
3.8		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. decreasing the par value of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed July 2, 2024).
3.9		Bylaws of Medalist Diversified REIT, Inc. *
4.1		Form of Certificate of Common Stock *
4.2		Form of Certificate of Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on February 13, 2020)
4.3		Description of Medalist Diversified REIT, Inc.’s Securities (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 10, 2023).
10.1		Business Loan Agreement, dated as of November 3, 2017, by and between COF North, LLC and Langley Federal Credit Union *
10.2		Promissory Note, dated as of November 3, 2017, by COF North for the benefit of Langley Federal Credit Union *
10.3		Change in Terms Agreement, dated as of May 8, 2018, by MDR Hanover Square, LLC and PMI Hanover Sq., LLC *
10.4		Deed of Trust, dated as of November 3, 2017, by COF North for the benefit of Langley Federal Credit Union *
10.5		Modification of Deed of Trust, dated as of May 8, 2018, by MDR Hanover Square, LLC and PMI Hanover Sq., LLC for the benefit of Langley Federal Credit Union *

10.6		Tenants in Common Agreement, dated as of May 8, 2018, by and between MDR Hanover Square, LLC and PMI Hanover Sq., LLC *
10.7		Medalist Diversified REIT, Inc. 2018 Equity Incentive Plan *
10.8		Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. *
10.9		First Amendment to Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 20, 2020).
10.10		Escrow Agreement, dated February 18, 2020, by and between Medalist Diversified REIT, Inc. and Virginia Commonwealth Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 20, 2020).
10.11		Securities Purchase Agreement, dated as of October 27, 2020, by and between Medalist Diversified REIT, Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2020).
10.12		Registration Rights Agreement, dated as of October 27, 2020, by and between Medalist Diversified REIT, Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 2, 2020).
10.13		Assignment, Assumption and Release Agreement, dated as of August 27, 2021, by and among Medalist Fund II-B, LLC, Thomas E. Messier, William R. Elliott, MDR Greenbrier LLC and The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
10.14		Promissory Note, made as of June 7, 2021, by Medalist Fund II-B, LLC for the benefit of The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
10.15		Business Loan Agreement, dated as of June 7, 2021, by and between Medalist Fund II-B, LLC and The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
10.16		Tenants in Common Agreement, dated as of November 1, 2021, by and between PMI Parkway, LLC and MDR Parkway, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 8, 2021).
10.17		Promissory Note, made as of November 1, 2021, by PMI Parkway, LLC and MDR Parkway, LLC for the benefit of TIAA, FSB (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 8, 2021).
10.18		Loan Agreement, made as of November 8, 2021, by and between MDR Franklin Square, LLC and DBR Investments Co. Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2021).
10.19		Promissory Note, dated as of November 8, 2021, by MDR Franklin Square, LLC for the benefit of DBR Investments Co. Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 10, 2021).
10.20		Standby Equity Purchase Agreement, dated as of November 17, 2021, by and between Medalist Diversified REIT, Inc. and YA II PN. Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 22, 2021).
10.21		Credit Agreement, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 17, 2022).
10.22		Term Note, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 17, 2022).
10.23		Revolving Line of Credit Note, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 17, 2022).
10.24		First Amendment to Revolving Line of Credit Note, dated as of May 2, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2023).
10.25		Cooperation Agreement, dated as of May 24, 2023, by and between Medalist Diversified REIT, Inc. and Francis P. Kavanaugh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2023).**
10.26		Letter, dated June 5, 2023, from Francis P. Kavanaugh to Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2023).

10.27		Termination Agreement, dated July 18, 2023, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, L.P., Medalist Fund Manager, Inc., William R. Elliott and Thomas E. Messier (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 18, 2023).
10.28		Staffing Agreement, dated November 13, 2023, by and between Gunston Consulting, LLC and Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023).
10.29		Purchase and Sale Agreement, dated as of December 29, 2023, by and among Prudent Growth Partners, LLC, MDR Hanover Square, LLC and PMI Hanover Sq. LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2023).
10.30		Purchase and Sale Agreement, dated as of February 15, 2024, by and among Medalist Diversified REIT, Inc. and RMP N. Central Ave. LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 20, 2024).
10.31		Purchase and Sale Agreement, dated as of February 16, 2024, by and between MDR Hanover Square, LLC and PNMI Hanover SQ, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 20, 2024).
10.32		OP Unit Purchase Agreement, dated as of February 16, 2024, by and among Peter Mueller, Inc., Medalist Diversified REIT, Inc. and Medalist Diversified Holdings, LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 20, 2024).
10.33		Amendment to Credit Agreement, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2024).
10.34		Amended and Restated Continuing Guaranty, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 4, 2024).
10.35		Amended and Restated Term Note, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 4, 2024).
10.36		Amended and Restated Revolving Line of Credit Note, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 4, 2024).
10.37		Second Amendment to Revolving Line of Credit Note, dated as of June 5, 2024. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on 10-Q filed on August 9, 2024).
10.38		Subscription Agreement, dated as of October 11, 2024, by and among Medalist Diversified Holdings, L.P., Medalist Diversified REIT, Inc. and Francis P. Kavanaugh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 11, 2024).**
10.39		Contribution Agreement, dated as of December 14, 2024, by and between Dionysus Investments, LLC and Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2024).
10.40		Contribution Agreement, dated as of December 14, 2024, by and between CWS BET Seattle, L.P. and Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 17, 2024).
10.41		Second Amendment to Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 17, 2024).
10.42		Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 17, 2024).
10.43		Letter, dated December 13, 2024, from Marc Carlson to the Board relating to waiver of share ownership limits, including representations and agreements of Marc Carlson (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 17, 2024).
10.44		Letter, dated December 13, 2024, from Kory Kramer to the Board relating to waiver of share ownership limits, including representations and agreements of Kory Kramer (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on December 17, 2024).
10.45		Letter, dated January 20, 2025, from Winn to the Company relating to waiver of share ownership limits, including representations and agreements of Winn (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 22, 2025).**
10.46		First Amendment to Contribution Agreement, dated as of January 24, 2025, by and between CWS BET Seattle L.P. and MDR Bowling Green, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2025).
19.1		Medalist Diversified REIT, Inc. Insider Trading Policy ***
21.1		List of Subsidiaries ***

23.1		Consent of Cherry Bekaert LLP ***
31.1		Certification by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 †
31.2		Certification by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. †
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***
97.1		Medalist Diversified REIT, Inc. Clawback Policy, effective October 2, 2023 (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 6, 2024).
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101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document †
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document †
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) †