Medalist Diversified Reit Inc SEC Filings

Francis P. Kavanaugh reports beneficial ownership representing approximately 25.8% of Medalist Diversified REIT's common stock, holding roughly 388,000 OP Units and no shares of Common Stock. The position combines OP Units held directly and OP Units held by a trust of which he is trustee; the trust disclaims beneficial ownership of shares that may be issuable on exchange.

The filing details issuance and exchanges: 19,348 OP Units issued as compensation, 208,696 OP Units issued for a property acquisition, 160,000 OP Units purchased in a private placement at $12.50 per unit for total consideration of $2,000,000, and an exchange of 240,004 shares for OP Units that are not redeemable until August 8, 2026. OP Units are redeemable for cash equal to fair market value or may be converted one-for-one into common stock at the Operating Partnership's election.

Medalist Diversified REIT, Inc. entered an exchange allowing its CEO to swap 240,004 shares of common stock on a one-for-one basis for 240,004 limited partnership OP Units in the companys operating partnership to help preserve REIT qualification limits on concentrated ownership. The CEO indicated an intent to purchase additional common shares after the exchange.

The companys wholly owned subsidiary agreed to sell Salisbury Marketplace Shopping Center for $10,000,000 with a $150,000 earnest money deposit and an expected close within 60 days, subject to customary closing conditions that remain to be satisfied. The issued OP Units were sold without registration relying on Section 4(a)(2) of the Securities Act.

Frank Kavanaugh, who serves as Chairman, CEO & President and is a director and greater-than-10% owner of Medalist Diversified REIT, Inc. (MDRR), exchanged 240,004 shares of Common Stock for 240,004 operating partnership units (OP Units) under an Exchange Agreement dated 08/08/2025.

The OP Units received are redeemable one-for-one for cash or, at the company's option, for shares of Common Stock after a one-year holding period, and carry no expiration date. The Form 4 reports this one-for-one conversion and the resulting OP Units balance, documenting a change in the form of the reporting person's ownership rather than an outright divestiture of economic interest.

Medalist Diversified REIT, Inc. (MDRR) reported Q2 2025 revenue of $2.47 million, a 7 % YoY increase. Operating expenses rose 5 % to $2.20 million, but interest expense fell 23 % to $0.56 million. The REIT recorded a net loss attributable to common shareholders of $(0.46) million, or $(0.34)/share, improving from $(0.52) million ($(0.47)/share) a year earlier. For the first half, however, MDRR swung to a $(1.53) million loss (-$1.13/sh) versus a $0.84 million profit in 1H 2024 as the prior-year period benefited from a $2.8 million property-sale gain.

Investment property, net decreased 7 % to $59.9 million, reflecting transfer of the Salisbury Marketplace ($9.4 million) to held-for-sale. Mortgages payable dropped 13 % to $43.5 million and the company redeemed its $1.5 million mandatorily redeemable preferred stock. Equity rose to $25.3 million (vs. $21.0 million) after issuing $5.8 million of OP units for STNL acquisitions.

Cash declined to $2.0 million from $4.8 million as operating cash flow fell to $0.70 million and the REIT funded $0.56 million of cap-ex, $0.28 million of dividends and $0.14 million of share buybacks. The quarterly dividend was increased to $0.0675/share (up 69 % YoY). Leverage improved, with mortgages representing 56 % of total assets versus 67 % year-end.

Medalist Diversified REIT (Nasdaq:MDRR) filed a routine Form 8-K (Item 8.01) announcing a quarterly cash dividend of $0.0675 per share. The dividend will be paid on July 16, 2025 to shareholders of record as of July 11, 2024. No other material developments were disclosed.

Medalist Diversified REIT (Nasdaq:MDRR) filed a Form 8-K reporting the voting outcomes of its 17 June 2025 annual shareholder meeting. Stockholders re-elected three Class II directors, backed the company’s executive compensation on an advisory basis, ratified Cherry Bekaert LLP as independent auditor for fiscal 2025, and approved a potential share issuance to CEO Francis P. Kavanaugh related to Operating Partnership unit redemptions. All four proposals passed by comfortable margins and no additional material events or financial updates were disclosed.

Medalist Diversified REIT, Inc. (MDRR) – Form 4 insider transaction

On 06/13/2025, Chairman, CEO & President Frank Kavanaugh, who is also a director and 10% owner, filed a Form 4 reporting an open-market purchase (Transaction Code “P”) of 4 common shares at $11.75 per share. Following the trade, his direct holding rose to 240,004 shares. No derivative securities were involved in this filing.

The purchase slightly increases Kavanaugh’s already large stake and may signal confidence, but the very small share count means the economic impact on ownership percentage and the company’s capital structure is negligible.