Medalist Diversified, Inc. filings document material events for a public real estate company and DST sponsor, including Regulation FD press releases, property dispositions, contributions to Delaware Statutory Trust structures and related material agreements.
8-K disclosures also cover credit agreement amendments, operating partnership arrangements, OP unit exchanges, board changes, common stock dividend declarations and exhibits tied to acquisitions, sales and sponsor platform announcements. The filings reflect the company's transition from the Medalist Diversified REIT name and its use of subsidiaries, an operating partnership and DST vehicles in real estate transactions.
Medalist Diversified, Inc. (MDRR) is seeking approval at a November 23, 2026 special meeting for a charter amendment that would restrict direct and indirect share transfers that could make a person a 4.9-Percent Shareholder or increase such a holder’s ownership. The company says the restrictions are intended to protect its available net operating losses (NOLs), net capital losses (NCLs) and other tax attributes from an ownership change under Sections 382 and 383. At the June 16, 2026 annual meeting, over 95% of votes cast supported the proposal, but the company later determined it had not received the required vote; the amendment is not in effect.
Management held approximately 55.9% of outstanding voting securities as of October 19, 2026, and indicated it intends to vote in favor; the company says that vote would make other votes unnecessary. After the amendment takes effect, existing 4.9-Percent Shareholders would not have to sell but generally could not increase ownership. The board may authorize exceptions. A prohibited transfer would be void, with excess shares subject to sale by an agent. The company says the restrictions could limit liquidity, impede some sales and discourage takeover transactions, including offers above market prices. If approved, the amendment would take effect upon filing Articles of Amendment in Maryland, at least 20 days after the definitive information statement.
Medalist Diversified, Inc. (MDRR) confirmed that a charter amendment filed in June 2026 is of no force or effect because the company determined it did not receive the vote required by its charter and Maryland law. The charter as it existed before the amendment remains in effect. The proposed amendment was intended to protect net operating loss and net capital loss carryforwards by restricting certain stock transfers that would raise ownership from below 4.9% to 4.9% or more, or increase the percentage owned by an existing 4.9 Percent Shareholder. Under the amendment, prohibited transfers would have been void.
Over 95% of votes cast supported the proposal at the June 16, 2026 annual meeting, but the company determined the required approval threshold was not met. The board continues to believe the amendment is in the company’s best interests and intends to seek stockholder approval again at a special meeting.
Medalist Diversified, Inc. (MDRR), through its joint venture Mira JV, reported that the JV’s wholly owned subsidiary, MIRA Sav Property, LLC, entered into an agreement with GLP 2505 LLC for a construction loan of up to $13,800,000 for a multifamily townhome project in Savannah, Georgia. The funding comprises $5,050,000 advanced at closing and $8,750,000 held in construction reserves. The variable annual rate is the greater of 11.5% or the Wall Street Journal Prime Rate plus 4.75%, with an 11.5% floor. The loan matures October 9, 2027, with up to three extensions subject to specified conditions.
On September 1, 2026, Medalist committed $4.0 million to Mira JV for an approximately 42% preferred equity interest. Its operating partnership agreed to provide a limited non-recourse guaranty and a completion guaranty requiring completion of construction and funding of necessary cost overruns; Spandrel Sponsors Fund II, LP is co-guarantor. The operating partnership, co-guarantor and borrower also agreed to an environmental indemnity. A contribution agreement allocates specified losses between guarantors, including pro rata sharing of losses not attributable to either party. Whole-loan prepayment requires at least 30 days’ written notice and carries a minimum $940,000 of aggregate interest during the initial term.
Medalist Diversified, Inc. (MDRR) declared a quarterly cash dividend of $0.0675 per share on its common stock. The dividend is payable on October 23, 2026 to shareholders of record as of October 16, 2026.
Medalist Diversified, Inc. (MDRR) amended its July 29, 2026 acquisition report with financial statements for the Overland Park Property and unaudited pro forma company statements. The company acquired the approximately 16,100-square-foot automotive service property on July 29, 2026, for $5,800,000, funded with cash on hand.
Property revenues were $191,635 for the unaudited six months ended June 30, 2026, and $383,269 for the year ended December 31, 2025. Revenues in excess of certain operating expenses matched those amounts. The statements exclude certain expenses, including legal, accounting, interest, depreciation and amortization, and are not representative of actual property operations. Caliber Holdings LLC accounted for 100% of the property's rental revenue.
Unaudited pro forma company statements report total revenue of $1,264,938 and net income attributable to Medalist common shareholders of $627,025 for the six months ended June 30, 2026; for the year ended December 31, 2025, pro forma revenue was $2,031,075 and net loss attributable to common shareholders was $3,231,172. The schedules give effect to specified property dispositions, the XXV DST 1 deconsolidation and the Overland Park acquisition as if they occurred on January 1 of the relevant period. They are informational and not necessarily indicative of future or actual results.
Medalist Diversified, Inc. (MDRR) closed the acquisition of an automotive service property on September 17, 2026. The property, a Caliber Collision Center located at 8600 Highway 377 in Aubrey, Texas, sits on approximately 1.653 acres with an approximately 15,118 square foot building.
The total purchase price was $5,404,864, funded entirely with the company’s cash on hand after arm’s length negotiations with an unaffiliated seller. The acquisition was completed through a Delaware statutory trust (DST), which was formed to acquire and hold title to the property. Medalist Diversified expects to offer beneficial interests in the DST to accredited investors in a private placement under Regulation D, with proceeds to be used to redeem the company’s beneficial interests for cash. The company plans to file required financial statements and related pro forma information for this acquisition by amendment within 71 days of the initial report’s required filing date.
Medalist Diversified, Inc. (MDRR) reported that its Chief Financial Officer, Charles Brent Winn Jr., purchased 49 shares of common stock on September 9, 2026 at a price of $12.00 per share in a direct ownership transaction. Following this open-market or private purchase, he directly holds 63,260 shares of Medalist Diversified common stock.
Medalist Diversified, Inc. (MDRR) reported that its Chief Financial Officer, Charles Brent Winn Jr., purchased a total of 278 shares of common stock in two open-market or private transactions at $12.00 per share on September 4 and September 8, 2026, all held as direct ownership. No Rule 10b5-1 trading plan is reported for these transactions.
Medalist Diversified, Inc. (MDRR) reported that its chief financial officer, Winn Charles Brent Jr., purchased a small number of company shares in the open market. He bought 2 shares of common stock on September 2, 2026, and 2 shares on September 3, 2026, each at $12.00 per share, held directly. No Rule 10b5-1 trading plan is reported.
Medalist Diversified, Inc. (MDRR) entered a new real estate joint venture, reactivated a previously terminated purchase agreement, and reported extensive asset sales with pro forma financials. Through subsidiary MDI Mira Sav, LLC it committed $4.0 million of preferred equity to Mira Sav Partners LLC for an approximately 42% preferred equity interest. The JV is managed by Spandrel Development Partners, LLC, with Spandrel holding 37% common equity, and CEO Frank Kavanaugh and director Emanuel Neuman each holding 11% common equity. Medalist receives a 6% preferred return on its invested preferred equity, paid at least quarterly, plus an additional 9% accrued preferred return on exit, and holds approval rights over major decisions and the ability to replace Spandrel after certain materially adverse events.
The company’s operating partnership agreed to provide a limited guaranty on an approximately $13.5 million construction loan to the JV. Medalist also reinstated and amended a purchase and sale agreement for a Caliber Collision Center property in Aubrey, Texas, reducing the price from $5,494,444 to $5,404,864, while the seller retains previously deposited earnest money. Separately, the company closed the sale of the Brookfield Center property in South Carolina for $10,100,000, using $4,342,261 of proceeds to defease and retire the related mortgage loan.
Exhibit 99.1 presents unaudited pro forma consolidated financial statements reflecting this Brookfield disposition and a series of earlier property sales, including the Salisbury Property at $9,930,000, Franklin Square at $24,100,000, and Ashley Plaza at $16,275,000, as well as deconsolidation of the Tesla Pensacola DST structure. As of June 30, 2026, the pro forma balance sheet shows total assets of $51,373,106 and total equity of $45,480,493, with increased cash and reduced mortgage liabilities after the dispositions.