8-K

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

**Pursuantto Section 13 or 15(**d)of the Securities Exchange Act of 1934

Date of Report: October 6, 2023

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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:

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

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. ¨

On October 6, 2023, Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”) released a letter from Francis P. Kavanaugh, the Company’s interim CEO and President, providing an update on the Company’s activities. A copy of the letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference and is also available on the “Investors” section of the Company’s website at www.medalistreit.com. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

SIGNATURE

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

Exhibit 99.1

October 6, 2023

Dear Medalist Diversified REIT, Inc. Shareholders,

We’ve got some updates to share covering everything from governance to our financial game plan.

Governance: Leveling Up

Welcome David Lunin, the newest member of our Board. David is EVP and CFO Designate of Calumet Specialty Products Partners, L.P. (Nasdaq: CLMT), a $1.5B specialty chemicals and renewables firm. Prior to Calumet, David was a Managing Director in Investment Banking at Goldman Sachs where he spent 13 years. David’s corporate finance, M&A and capital markets experience will contribute a valuable perspective.

But wait, there’s more! We’ve also launched a Board of Advisors who’ll meet quarterly to bring fresh perspectives to the table. Our charter members are Lee Finley, a major MDRR shareholder, and Laith Hermiz, a talented executive with extensive REIT and real estate experience. We look forward to adding additional members to our Board of Advisors who can provide strategic insight into our business.

Asset Quality and Leasing:Solid Progress

Our portfolio is solid, spanning nearly a million square feet across retail and industrial spaces. We have reached full occupancy at Parkway Center and locking in a 10-year renewal at Salisbury Marketplace. These wins show we’re on the right track for long-term stability.

Leasing Update: The NumbersDon’t Lie

Our portfolio is 97.2% leased, beating the national averages mentioned in recent Wall Street Journal articles. In the last 60 days alone, we’ve inked 2 new leases and renewed 7, totaling over 37,000 square feet. If talks with a couple of national credit tenants go well, we could see our occupancy rate jump to 98.2%.

Financial Strategy: PlayingIt Smart

Seven of our eight loans have low-cost, fixed or capped rates, setting us up nicely for growth with accretive debt that leads to better returns. We’re laser-focused on boosting Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) to keep delivering value to you, our shareholders.

Property Strategy: Making SmartMoves

We’re looking at how to optimize our assets. That includes carving out stand-alone assets to reposition them as Single Tenant Net Lease (STNL) properties. This move aligns perfectly with our emerging focus on STNL assets, which are easier to manage.

Why We’re Entering theSTNL Market:Market Dislocation: The risinginterest rate environment is causing a shift in the market. Current owners are holding onto their assets longer, which eventually forcesthem to sell with a shorter lease duration. This diminishes the asset’s value. We see this as an opportunity rather than a challenge.Strategic Leverage: MDRR plansto capitalize on this dislocation by identifying such undervalued assets. Leveraging our existing relationships and expertise, we aimto extend these leases during a non-committed due diligence period. This strategy allows us to add value to the asset before acquisition.Simple Asset Management: STNLproperties historically require less asset management, aligning perfectly with MDRR’s goal to keep overhead manageable and modest.This allows us to focus on growth rather than getting bogged down in day-to-day operations.Demographic Targeting: We arespecifically looking to acquire STNLs in regions experiencing significant demographic growth. This aligns with our long-term strategyto add value to our portfolio and, by extension, to our investors.Financial Metrics: Your GrowthCompassWhen it comes to REITs, AFFO pershare is the metric to watch. We’re committed to growing this number to ensure dividends keep flowing in the long run. Speakingof dividends, we’ve hit pause for six months, but rest assured, they’re coming back.Organic Growth: Adapting andThrivingWe’re keeping an eye onmarket trends like inflation and supply-demand dynamics to make smart rental revisions. It’s all about staying agile and adaptive.CEO Compensation and FutureOutlook: AlignmentTo show I’m all in, I’mwaiving my salary during this dividend pause. We’re committed to bringing back a dividend strategy that makes sense for everyoneinvolved.Wrapping UpA huge thank you for your ongoingsupport. At our recent annual meeting, a whopping 72% of you cast your votes, and we couldn’t be more grateful. Your input is goldto us, so keep it coming.Feel free to reach out directlyif you’ve got questions or need more info.Cheers,Frank KavanaughInterim CEO, Medalist Diversified REIT, Inc. | Medalist<br> Diversified REIT, Inc.<br><br>www.medalistreit.com | P.<br> O. Box 8436<br><br>Richmond,<br> Virginia 23226 || --- | --- |