Medalist Diversified REIT, Inc.

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 2, 2026

MDRR$10.39-1.5%Stored close · as of Nov 6, 2026

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Contents

Schedule III – Real Estate Properties and Accumulated Depreciation

December 31, 2025


· · · · · Initial Cost to Company · · · · · · · · Gross Amount at Which Carried at Close of Period · · · · · · · · ·
· · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·
· · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·
· · · · · · · · · · · · · · Costs Written · · · · · · · · · · · · · · · · · · · · · Life on Which
· · · · · · · · · · · Costs · · Off Due to · · · · · · · · · · · · · · · · · · · · · Depreciation
· · · · · · · · Buildings and · · Capitalized · · Impairment · · Fully · · · · Buildings · · · · · · · · · · · · in Latest
· · Encum- · · · · · Improvements · · Subsequent to · · and Loss on · · Amortized · · · · and · · · · · Accumulated · · Date of · · Date · · Income Statements
Description	brances		Land	(1)	Acquisition		Disposition	Improvements	Land		Improvements	Total	Depreciation		Construction	Acquired	is Computed
Retail properties

The Shops at Franklin Square		$13,015,840		$3,343,164		$15,418,158		$2,411,712		$(368,218)		$(845,808)		$3,343,164		$16,615,844		$19,959,008	$4,480,926	2006	April 28, 2017	Building - 38 years
Gastonia, North Carolina																						Site Improvements - 13 years
Hanover Square Outparcel (2)		—		397,367		—		-		—		—		397,367		—		397,367	—	2007	May 8, 2018
Mechanicsville, Virginia
Ashley Plaza Shopping Center		10,220,312		3,007,721		11,191,307		685,586		(6,134)		(871,635)		3,007,721		10,999,124		14,006,845	2,860,918	1977	August 30, 2019	Building - 26.7 years
Goldsboro, North Carolina																						Site Improvements - 5 years
Lancer Center Shopping Center		5,502,446	(4)	2,195,125		7,684,251		571,112		(104,863)		(337,906)		2,195,125		7,812,594		10,007,719	3,009,764	1978	May 14, 2021	Building - 14.2 years
Lancaster, South Carolina																						Site Improvements - 7.5 years

Total retail properties		$28,738,598		$8,943,377		$34,293,716		$3,668,410		$(479,215)		$(2,055,349)		$8,943,377		$35,427,562		$44,370,939	$10,351,608


Flex properties
Brookfield Center		$4,377,112		$714,220		$5,693,147		$449,771		$(30,066)		$(527,858)		$714,220		$5,584,994		$6,299,214	$950,449	2007	October 3, 2019	Building - 40 years
Greenville, South Carolina																						Site Improvements - 4.3 years
Greenbrier Business Center (2)		6,368,142	(5)	1,292,894		5,603,909		547,472		(18,535)		(81,647)		1,292,894		6,051,199		7,344,093	1,053,542	1987	August 27, 2021	Building - 26 years	(7)
Chesapeake, Virginia																						Site Improvements - 10 years
Parkway Center (2)		4,748,117		430,549		6,846,487		439,904		(5,199)		(214,178)		430,549		7,067,014		7,497,563	885,783	1984	November 1, 2021	Building - 42 years	(7)
Virginia Beach, Virginia																						Site Improvements - 11 years

Total flex properties		$15,493,371		$2,437,663		$18,143,543		$1,437,147		$(53,800)		$(823,683)		$2,437,663		$18,703,207		$21,140,870	$2,889,774

STNL properties (3)
Citibank		$—		$968,690		$1,329,683		$—		$—		$—		$968,690		$1,329,683		$2,298,373	$81,914	1972	March 28, 2024	Building - 35 years
Chicago, Illinois																						Site Improvements - 10 years	(7)
Tesla (2)		7,710,000	(6)	2,885,486		10,438,974		17,738		—		—		2,885,486		10,456,712		13,342,198	—	1,986	July 18, 2025
Pensacola, Florida

Total STNL property		$7,710,000		$3,854,176		$11,768,657		$17,738		$—		$—		$3,854,176		$11,786,395		$15,640,571	$81,914


Total investment properties		$51,941,969		$15,235,216		$64,205,916		$5,123,295		$(533,015)		$(2,879,032)		$15,235,216		$65,917,164		$81,152,380	$13,323,296

(1)	Excludes intangible lease assets

(2)	Recorded as assets held for sale on the consolidated balance sheet as of December 31, 2025.

(3)	T-Mobile and East Coast Wings STNL properties are included in Ashley Plaza Shopping Center.

(4)	Allocated portion of Wells Fargo Mortgage Facility, recorded as mortgages payable, net, on the consolidated balance sheet as of December 31, 2025.

(5)	Allocated portion of Wells Fargo Mortgage Facility, recorded as liabilities associated with assets held for sale on the consolidated balance sheet as of December 31, 2025.

(6)	Recorded as liabilities associated with assets held for sale on the consolidated balance sheet as of December 31, 2025.

(7)	Depreciation lives are presented for the most recent period in which depreciation was recorded prior to reclassification as assets held for sale.


· · · · · · · · · · · · · · · · · Greenbrier · · · · · · · · · · · · · · · · · · · · ·
· · Franklin · · Hanover · · Ashley · · Brookfield · · Lancer · · Business · · · · · · · · · · · Buffalo · · United · · · · · ·
· · Square · · Square · · Plaza · · Center · · Center · · Center · · Parkway · · Salisbury · · Citibank · · Wild Wings · · Rentals · · Tesla · · Total
Investments in real estate - 2025 · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·
January 1, 2025 Balance	$19,533,782	$397,367	$13,840,198	$6,074,010	$10,003,535	$7,184,518	$7,538,796	$10,058,370		$2,298,373	$—	$—	$—	$76,928,949
Changes during period:
Acquisitions	—	—	—	—	—	—	—	—		—	2,501,345	2,914,369	13,324,460	18,740,174
Capitalized expenditures	631,253	—	234,004	255,270	46,102	183,039	44,984	88,776		—	15,250	—	17,738	1,516,416
Loss on impairment	(58,783)	—	(6,134)	(30,066)	—	(1,802)	—	—		—	—	—	—	(96,785)
Fully depreciated assets	(147,244)	—	(61,223)	—	(41,918)	(21,662)	(86,217)	—		—	—	—	—	(358,264)
Dispositions	—	—	—	—	—	—	—	(10,147,146)		—	(2,516,595)	(2,914,369)	—	(15,578,110)
December 31, 2025 Balance	$19,959,008	$397,367	$14,006,845	$6,299,214	$10,007,719	$7,344,093	$7,497,563	$—		$2,298,373	$—	$—	$13,342,198	$81,152,380

Accumulated depreciation - 2025
Balance at beginning of period	$3,981,712	$—	$2,407,702	$796,772	$2,364,654	$885,093	$707,995	$1,325,877		$35,106	$—	$—	$—	$12,504,911
Depreciation	660,196	—	515,291	179,732	687,028	190,111	264,005	233,000		46,808	52,162	77,834	—	2,906,167
Impairment write-offs	(13,738)	—	(852)	(26,055)	—	—	—	—		—	—	—	—	(40,645)
Write off accumulated depreciation (1)	(147,244)	—	(61,223)	—	(41,918)	(21,662)	(86,217)	(1,558,877)		—	(52,162)	(77,834)	—	(2,047,137)
Balance at end of period	$4,480,926	$—	$2,860,918	$950,449	$3,009,764	$1,053,542	$885,783	$—		$81,914	$—	$—	$—	$13,323,296
Net investments in real estate - December 31, 2025	$15,478,082	$397,367	$11,145,927	$5,348,765	$6,997,955	$6,290,551	$6,611,780	$—		$2,216,459	$—	$—	$13,342,198	$67,829,084

Investments in real estate - 2024
January 1, 2024 Balance	$19,491,196	$11,524,800	$14,333,547	$6,594,097	$10,225,235	$7,156,360	$7,544,469	$10,003,478		$—	$—	$—	$—	$86,873,182
Changes during period:
Acquisitions	—	—	—	—	—	—	—	—		2,298,373	—	—	—	2,298,373
Capitalized expenditures	244,554	—	254,295	—	120,215	43,109	58,011	182,210		—	—	—	—	902,394
Loss on impairment	—	—	—	—	—	—	—	(182)		—	—	—	—	(182)
Gain on extinguishment of lease liability	—	—	—	—	(96,182)	—	—	—		—	—	—	—	(96,182)
Fully depreciated assets	(201,968)	—	(747,644)	(520,087)	(245,733)	(14,951)	(63,684)	(127,136)		—	—	—	—	(1,921,203)
Dispositions	—	(11,127,433)	—	—	—	—	—	—		—	—	—	—	(11,127,433)
December 31, 2024 Balance	$19,533,782	$397,367	$13,840,198	$6,074,010	$10,003,535	$7,184,518	$7,538,796	$10,058,370		$2,298,373	$—	$—	$—	$76,928,949

Accumulated depreciation - 2024
Balance at beginning of period	$3,546,784	$1,464,699	$2,578,779	$1,131,395	$1,892,862	$586,717	$496,974	$890,442	$	-	$—	$—	$—	$12,588,652
Depreciation	636,896	—	576,567	185,464	717,525	313,327	274,705	562,571		35,106	—	—	—	3,302,161
Write off accumulated depreciation (1)	(201,968)	(1,464,699)	(747,644)	(520,087)	(245,733)	(14,951)	(63,684)	(127,136)		-	—	—	—	(3,385,902)
Balance at end of period	$3,981,712	$—	$2,407,702	$796,772	$2,364,654	$885,093	$707,995	$1,325,877		$35,106	$—	$—	$—	$12,504,911
Net investments in real estate - December 31, 2024	$15,552,070	$397,367	$11,432,496	$5,277,238	$7,638,881	$6,299,425	$6,830,801	$8,732,493		$2,263,267	$—	$—	$—	$64,424,038

(1)	Write off accumulated depreciation of disposed properties and fully depreciated assets.

EXHIBIT INDEX

ExhibitNumber		Description
3.1		Articles of Incorporation of Medalist Diversified, Inc.*
3.2		Articles Supplementary to the Articles of Incorporation of Medalist Diversified, 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, 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, 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, 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, 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, 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, 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		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
3.10		Bylaws of Medalist Diversified, Inc. *
3.11		First Amendment to Bylaws of Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
3.12		Certificate of Notice (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
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, 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		Medalist Diversified, Inc. 2018 Equity Incentive Plan *
10.2		Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. *
10.3		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).
10.4		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).
10.5		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).
10.6		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).
10.7		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).

10.8		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).
10.9		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).
10.10		First 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)
10.11		Second Amendment to Credit Agreement, dated as of April 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2025).
10.12		Third Amendment to Credit Agreement, dated as of April 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025).
10.13		Fourth Amendment to Credit Agreement, dated as of February 13, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
10.14		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).
10.15		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).
10.16		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).
10.17		Staffing Agreement, dated November 13, 2023, by and between Gunston Consulting, LLC and Medalist Diversified, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023).
10.18		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).
10.19		Release of Guarantor, dated February 13, 2026 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
10.20		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).
10.21		Second Amended and Restated Term Note, dated as of February 13, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
10.22		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).
10.23		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).
10.24		Continuing Guaranty, dated February 13, 2026 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
10.25		Waiver Letter, dated December 18, 2025, 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 December 19, 2025).
10.26		Waiver Letter, dated December 18, 2025, by and between Medalist Diversified REIT, Inc. and C. Brent Winn, Jr. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 19, 2025).
10.27		Loan Agreement, dated as of July 18, 2025, by and between MDRR XXV Depositor 1, LLC and Farmers and Merchants Bank of Long Beach (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 18, 2025).
10.28		Continuing Guaranty, dated as of July 18, 2025, by Medalist Diversified REIT, Inc. in favor of Farmers and Merchant Bank of Long Beach (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 18, 2025).
10.29		Continuing Guaranty, dated as of July 18, 2025, by Medalist Diversified Holdings, LP in favor of Farmers and Merchant Bank of Long Beach (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 18, 2025).
10.30		Contribution Agreement, dated as of November 7, 2025, by and between MDRR XXV Depositor 1, LLC and MDRR XXV DST 1 (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 12, 2025).

10.31		Loan Agreement, dated as of November 7, 2025, by and between MDRR XXV DST 1 and Pinnacle Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 12, 2025).
10.32		Limited Guaranty of Recourse Obligations, dated as of November 7, 2025, by and between Medalist Diversified Holdings, LP and Pinnacle Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 12, 2025).
10.33		Exchange Agreement, dated November 14, 2025, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, LP and Francis P. Kavanaugh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 20, 2025).
10.34		Exchange Agreement, dated August 8, 2025, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, LP and Francis P. Kavanaugh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 11, 2025).
19.1		Medalist Diversified, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2025).
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, 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).
101.INS†		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
101.SCH†		Inline XBRL Taxonomy Extension Schema Document
101.CAL†		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†		Inline XBRL Taxonomy Extension Definition Linkbase Document
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)

†Filed herewith.

Previously filed with the Amendment to the Registrant’s Registration Statement on Form S-11 filed by the Registrant with the Securities and Exchange Commission on October 5, 2018.

** Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MEDALIST DIVERSIFIED, INC.

Date: March 2, 2026	By:	/s/ Francis P. Kavanaugh
		Francis P. Kavanaugh
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Marc Carlson
Name	Title	Date
/s/ Francis P. Kavanaugh	President, Chief Executive Officer and Chairman of the Board	March 2, 2026
Francis P. Kavanaugh	(Principal Executive Officer)
/s/ C. Brent Winn, Jr.	Chief Financial Officer	March 2, 2026
C. Brent Winn, Jr.	(Principal Accounting Officer and Principal Financial Officer)
/s/ Marc Carlson	Director	March 2, 2026
/s/ Neil P. Farmer	Director	March 2, 2026
Neil P. Farmer
/s/ David Lunin	Director	March 2, 2026
David Lunin

/s/ Emanuel Neuman	Director	March 2, 2026
Emanuel Neuman

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