Medalist Diversified details $355K annual property rent

Q: How much did MDRR pay for the Pilot Point Property?

Medalist Diversified completed the acquisition for $5,404,864 on September 17, 2026, using cash on hand. It acquired the approximately 15,118-square-foot automotive service property through its operating partnership and wholly owned subsidiaries from an unaffiliated seller.

Caliber Holdings represented 100% of the Pilot Point property's rental revenue; minimum future cash rents were $4,649,947 as of June 30, 2026.

Available on EDGAR 11/06/2026 - 04:06 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:05 PM EST

Filing Impact

(Neutral)

Filing Sentiment

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How Sentiment works How the balance works

Form Type

8-K/A

Rhea-AI Filing Summary

Medalist Diversified, Inc. amended its report on the Pilot Point Property acquisition to add audited 2025 property statements and unaudited pro forma company financials. The Company completed the acquisition on September 17, 2026, for $5,404,864, using cash on hand.

The property reported rental revenue of $177,266 for the six months ended June 30, 2026, and $354,532 for 2025. Caliber Holdings represented 100% of rental revenue; under the absolute net lease, the tenant pays utilities, real estate taxes, insurance, repairs and maintenance directly. Minimum future cash rents were $4,649,947 as of June 30, 2026, over the remaining 12-year, 11-month lease term. The property statement excludes certain legal, accounting, interest and noncash costs and is not a complete presentation of the property's revenues and expenses.

On a pro forma basis, net income attributable to Medalist common shareholders was $618,198 for the six months ended June 30, 2026, while the pro forma net loss was $3,036,569 for 2025. The pro forma statements include specified property dispositions, a deconsolidation and two acquisitions; they are for informational purposes and are not necessarily indicative of actual or future results.

Filing Explained

The amendment adds an unaudited balance sheet recasting June 30, 2026 as if the Ashley Plaza and Brookfield sales and Overland Park and Pilot Point acquisitions had occurred: it reports pro forma cash of $6,185,255 and mortgages payable of $4,769,004, not an actual post-transaction balance.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Pilot Point acquisition price: $5,404,864 Pilot Point rental revenue: $177,266 Pilot Point rental revenue: $354,532 +4 more

7 metrics

Pilot Point acquisition price $5,404,864 Acquisition completed September 17, 2026; funded using cash on hand

Pilot Point rental revenue $177,266 Six months ended June 30, 2026; unaudited

Pilot Point rental revenue $354,532 Year ended December 31, 2025

Minimum future cash rents $4,649,947 As of June 30, 2026; remaining lease term of 12 years, 11 months

Tenant share of Pilot Point rental revenue 100% Caliber Holdings; six months ended June 30, 2026 and year ended December 31, 2025

Pro forma net income attributable to Medalist common shareholders $618,198 Six months ended June 30, 2026

Pro forma net loss attributable to Medalist common stockholders $3,036,569 loss Year ended December 31, 2025

Key Terms

absolute net structure, straight-line basis, Deconsolidation, non-separation practical expedient

4 terms

absolute net structure financial

"under the absolute net structure of the Lease"

straight-line basis financial

"recognizes rental revenue from the Tenant on a straight-line basis"

A straight-line basis is an accounting method that spreads the cost of a long-lived asset or intangible evenly over its useful life, recording the same expense amount each reporting period. For investors, it makes a company’s profits and asset values more predictable and comparable—like slicing a loaf into equal pieces—so changes in reported earnings are more likely to reflect business performance than timing quirks in how costs are recognized.

Deconsolidation financial

"the Deconsolidation of the XXV DST 1 entity"

Deconsolidation occurs when a company stops combining another business’s financial results and balances with its own—usually because it no longer controls that business. For investors this matters because it can suddenly shrink reported revenue, assets, debt and profit, or create a one‑time gain or loss, changing how risky or profitable the remaining company appears; think of it like removing a roommate from a shared household budget and seeing your monthly totals change.

non-separation practical expedient financial

"qualifies for this non-separation practical expedient"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did MDRR pay for the Pilot Point Property?

Medalist Diversified completed the acquisition for $5,404,864 on September 17, 2026, using cash on hand. It acquired the approximately 15,118-square-foot automotive service property through its operating partnership and wholly owned subsidiaries from an unaffiliated seller.

What were MDRR's pro forma results after the property transactions?

For the six months ended June 30, 2026, pro forma net income attributable to Medalist common shareholders was $618,198. For the year ended December 31, 2025, the pro forma net loss attributable to common shareholders was $3,036,569; these statements are informational and are not necessarily indicative of actual or future results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2026 (September 17, 2026)

Medalist Diversified, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland	001-38719	47-5201540
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

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. ¨

Explanatory Note

This Form 8-K/A amends and supplements the Form 8-K filed by Medalist Diversified, Inc. (the “Company”) on September 18, 2026 (the “Original Filing”) reporting the acquisition of the property known as the Pilot Point Property, a certain tract of real property consisting of approximately 1.653 acres of land with an approximately 15,118 square foot automotive service building located at 8600 Highway 377, Pilot Point, Texas, to provide the financial statements and unaudited pro forma information required by Item 9.01(a) and Item 9.01(b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Original Filing.


Item 9.01	Financial Statements and Exhibits.

(a)	Financial Statements of Property Acquired

The following Statements of Revenues and Certain Expenses for the Pilot Point Property are set forth in Exhibit 99.1, which is incorporated herein by reference.

Report of Independent Auditor.

Statement of Revenues and Certain Operating Expenses for the six months ended June 30, 2026 (unaudited) and year ended December 31, 2025.

Notes to Statement of Revenues and Certain Operating Expenses for the six months ended June 30, 2026 (unaudited) and year ended December 31, 2025.

(b) Unaudited Pro Forma Financial Information

The following unaudited pro forma financial statements for the Company are set forth in Exhibit 99.1, which is incorporated herein by reference.

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026.

Notes to Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026.

Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025.

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025.

(d) Exhibits


Exhibit No.		Description
23.1		Consent of Cherry Bekaert LLP
99.1		Statement of Revenues and Certain Expenses for the Pilot Point Caliber Property for the six months ended June 30, 2026 and year ended December 31, 2025
99.2		Unaudited Pro Forma Financial Information for the Company
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

SIGNATURE

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


	MEDALIST DIVERSIFIED, INC.

Dated: November 6, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

Exhibit 99.1

PILOT POINT CALIBER PROPERTY

FINANCIAL STATEMENTS

Six Months Ended June 30, 2026 (unaudited) and

Year Ended December 31, 2025

Table of Contents

Report of Independent Auditor	1

Statements of Revenues and Certain Operating Expenses	3

Notes to Statements of Revenues and Certain Operating Expenses	4

Report of Independent Auditor

To the Board of Directors
Medalist Diversified, Inc.

Richmond, Virginia

Opinion

We have audited the accompanying statement of revenues and certain operating expenses (the “Statement”) of Pilot Point Caliber Property (the “Property”) for the year ended December 31, 2025, and the related notes.

In our opinion, the Statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses of the Pilot Point Caliber Property for the year ended December 31, 2025, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statement section of our report. We are required to be independent of the Pilot Point Caliber Property and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

The accompanying Statement was prepared as described in Note 1, for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the Pilot Point Caliber Property’s revenues and expenses. As a result, the Statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Statement

Management is responsible for the preparation and fair presentation of the Statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statement that is free from material misstatement, whether due to fraud or error.

In preparing the Statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Pilot Point Caliber Property’s ability to continue as a going concern within one year after the date that the Statement is available to be issued.

Auditor’s Responsibilities for the Audit of the Statement

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the Statement.

In performing an audit in accordance with generally accepted auditing standards, we:

●

Exercise professional judgment and maintain professional skepticism throughout the audit.

●

Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the Statement.

●

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Pilot Point Caliber Property’s internal control. Accordingly, no such opinion is expressed.

●

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Statement.

●

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Pilot Point Caliber Property’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Cherry Bekaert, LLP

Richmond, Virginia

November 6, 2026

PILOT POINT CALIBER PROPERTY

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

Six Months Ended June 30, 2026 (unaudited) and

Year Ended December 31, 2025

	Six months ended June 30, 2026		Year ended December 31, 2025
	Six months ended June 30, 2026		Year ended December 31, 2025
	Unaudited
REVENUES
Investment property revenues	$	177,266		$	354,532

Total revenues		177,266			354,532

CERTAIN OPERATING EXPENSES
Total certain operating expenses		-			-

Revenues in excess of certain operating expenses	$	177,266		$	354,532

See accompanying notes to statements of revenues and certain operating expenses.

Notes to Statements of Revenues and Certain Operating Expenses

Note 1. Basis of Presentation

The accompanying statements of revenues and certain operating expenses (the “Statements”) include the operations of the single tenant real property asset subject to a net lease with Caliber Holdings, LLC (dba Caliber Collision Center) located at 8600 Highway 377, Pilot Point, Texas 76258 (the “Pilot Point Caliber Property”).

The Statements have been prepared for the purpose of complying with Rule 8-06 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the Statements are not representative of the actual operations for the periods presented, as revenues and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Pilot Point Caliber Property, have been excluded. Such excluded items include certain legal, accounting, and interest expenses, non-cash expenses such as depreciation, amortization, and amortization of above-market and below-market leases, and interest income. Management is not aware of any material factors during the year ended December 31, 2025 or the six months ended June 30, 2026 (unaudited) that would cause the reported financial information not to be indicative of future operating results.

Note 2. Nature of Business and Summary of Significant Accounting Policies

Basis of accounting:

The Statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”) as determined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

Revenue recognition:

The Pilot Point Caliber Property’s single source of revenue is from a lease agreement (the “Lease”) with Caliber Holdings LLC (the “Tenant”), the parent company for Caliber Collision, one of the largest automotive collision repair and auto care providers in the United States, with over 1,800 locations in 41 states. Under the terms of the Lease, the Tenant is responsible for the direct payment of all utilities, real estate taxes and repairs and maintenance costs. In addition, the Tenant is responsible for maintaining insurance on the Pilot Point Caliber Property.

The Pilot Point Caliber Property recognizes rental revenue from the Tenant on a straight-line basis over the lease term when collectability is reasonably assured and the Tenant has taken possession or controls the physical use of the leased asset. Tenant recoveries related to reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses would be recognized as revenue in the period the applicable expenses are incurred. However, under the absolute net structure of the Lease, the Tenant is responsible for the direct payment of such expenses. Accordingly, no such tenant recovery revenues or operating expenses are recorded on the Statements in connection with the lease on the Pilot Point Caliber Property.

Recognition of revenues from leases is covered under Accounting Standard Update 2016-02, Leases (Topic 842) (“ASC No. 842”). In accordance with ASC No. 842, the Pilot Point Caliber Property elected the practical expedient that permits lessors to elect to not separate non-lease components from associated lease components if certain criteria are met. Management assessed these criteria with respect to the operating lease related to the Pilot Point Caliber Property and determined it qualifies for this non-separation practical expedient. However, since there are no non-lease components under the Lease, base rent revenues are the only component of rent revenues recorded under investment property revenues on the Statements for the six months ended June 30, 2026 (unaudited) and for the year ended December 31, 2025.

Use of estimates:

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain operating expenses during the reporting period to present the Statements in conformity with GAAP. Actual results could differ from those estimates.

Note 3. Minimum Future Lease Rentals

As of June 30, 2026, the minimum future cash rents receivable under the remaining 12 year, 11 month term of the Lease in each of the next five years and thereafter are as follows:


	(Unaudited)
For the remaining six months ending December 31, 2026	$	160,712
2027		321,425
2028		321,425
2029		340,175
2030		353,567
Thereafter		3,152,643
Total future rents	$	4,649,947

Note 4. Tenant Concentrations

For the six months ended June 30, 2026, and the year ended December 31, 2025, the Tenant represented 100 percent of the Pilot Point Caliber Property’s rental revenues.

Note 5. Commitments and Contingencies

The Pilot Point Caliber Property may be subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that if any such actions arise, the ultimate settlement of these actions will not have a material adverse effect on the Pilot Point Caliber Property’s results of operations.

Note 6. Subsequent Events

As of November 6, 2026, the following event has occurred subsequent to the June 30, 2026 effective date of the accompanying Statements:

On September 17, 2026, the Pilot Point Caliber Property was acquired by MDI Pilot Point Net Lease DST, a wholly-owned subsidiary of Medalist Diversified, Inc., from NPH Ventures, LLC.

Exhibit 99.2

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026

and

Unaudited Pro Forma Consolidated Statements of Operations for the

six months ended June 30, 2026 and the year ended December 31, 2025

Summary of Unaudited Pro Forma Consolidated Financial Statements

The following pro forma financial information is presented in accordance with Article 11 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”). In accordance with Article 11 of Regulation S-X, certain unaudited financial information for the properties disposed of since December 31, 2025 that are not individually significant have also been presented.

On October 23, 2025, Medalist Diversified, Inc. (the “Company”), through its operating partnership, Medalist Diversified Holdings, LP (the “Operating Partnership”), and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing a building at 2106 Statesville Blvd., Salisbury, North Carolina (the “Salisbury Property”) to an unaffiliated purchaser. The total sales price received for the Salisbury Property was $9,930,000. The net cash to the Company was approximately $4.45 million after payment of closing costs and repayment of approximately $5.145 million of debt.

On December 30, 2025, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of those certain tracts of real property at 2545 Scottsville Road, Bowling Green, Kentucky (the “Buffalo Wild Wings Property”) and 376 Dan Tibbs Road NW, Huntsville, Alabama (the “United Rentals Property”), each containing a single building, to an unaffiliated purchaser. The total sales price received for the two properties was $5,299,500.

On February 13, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing three buildings at 1244 Executive Boulevard, Chesapeake, Virginia (the “Greenbrier Property”) to an unaffiliated purchaser. The total sales price received for the Greenbrier Property was $11,000,000. The Company used $7,000,000 of the proceeds from the sale of the Greenbrier Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Greenbrier Property.

On February 27, 2026, the Company through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, and PMI Parkway, LLC (“PMI”), a Delaware limited liability company not affiliated with the Company, completed the disposition of that certain tract of real property containing two buildings at 2697 International Parkway, Virginia Beach, Virginia (the “Parkway Property”) to an unaffiliated purchaser. The total sales price received for the Parkway Property was $7,825,000. The Company and PMI used $4,735,614 of the proceeds from the sale of the Parkway Property to fully repay the mortgage loan collateralized by the Parkway Property.

On March 30, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing eight buildings at 3940 East Franklin Boulevard in Gastonia, North Carolina (the “Franklin Square Property”) to an unaffiliated purchaser. The total sales price received for the Franklin Square Property was $24,100,000. The Company used $12,954,175 of the proceeds from the sale of the Franklin Square Property to fully repay the mortgage loan collateralized by the Franklin Square Property.

On June 24, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing a single building at 3535 N. Central Avenue, Chicago, Illinois 60634 (the “Citibank Property”). The total sales price received for the Citibank Property was $2,150,000.

On July 29, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing three buildings at 201 N. Berkeley Boulevard, Goldsboro, North Carolina (the “Ashley Plaza Property”) to an unaffiliated purchaser. The total sales price received for the Ashley Plaza Property was $16,275,000. The Company used $10,113,493 of the proceeds from the sale of the Ashley Plaza Property to defease and retire its obligations under the mortgage loan collateralized by the Ashley Plaza Property.

On September 1, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing a single building at 48 Brookfield Oaks Drive, Greenville, South Carolina (the “Brookfield Property”) to an unaffiliated purchaser. The total sales price received for the Brookfield Property was $10,100,000. The Company used $4,342,261 of the proceeds from the sale of the Brookfield Property to defease and retire its obligations under the mortgage loan collateralized by the Brookfield Property.

Collectively, the eight disposition transactions are referenced herein as the “Dispositions.”

On June 22, 2026, as a result of the sale of a majority of the Class 1 beneficial interests in MDRR XXV DST 1 (“XXV DST 1”), the owner of that certain tract of real property containing a single building at 312 East Nine Mile Road, Pensacola, Florida 32514 (the “Tesla Pensacola Property”), the Company deconsolidated the XXV DST 1 entity and removed all assets and liabilities held by XXV DST 1 from its condensed consolidated financial statements (the “Deconsolidation”). As of June 30, 2026, the Company had received approximately $6,777,444 in net cash proceeds from the sale of 84.7% of the Class 1 beneficial interests in XXV DST 1. As of September 1, 2026, the Company had sold 100% of the Class 1 beneficial interests in XXV DST 1, generating approximately $7,983,278 in net cash proceeds.

On July 29, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the acquisition of that certain tract of real property containing an automotive service building consisting of approximately 16,100 square feet at 14939 Metcalf Avenue, Overland Park, Kansas (the “Overland Park Property”) from an unaffiliated seller. The total purchase price paid by the Company for the Overland Park Property was $5,800,000. The Company funded the acquisition using cash on hand.

On September 17, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the acquisition of that certain tract of real property containing an automotive service building consisting of approximately 15,118 square feet at 8600 Highway 377, Aubrey, Texas 76258, (the “Pilot Point Property”) from an unaffiliated seller. The total purchase price paid by the Company for the Pilot Point Property was $5,404,864. The Company funded the acquisition using cash on hand.

Collectively, the two acquisition transactions are referenced herein as the “Caliber Acquisitions.”

The following unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the condensed consolidated balance sheet of Medalist Diversified, Inc. and Subsidiaries as of June 30, 2026 (unaudited), the condensed consolidated statement of operations of Medalist Diversified, Inc. and Subsidiaries for the six months ended June 30, 2026 (unaudited), and the audited consolidated statement of operations of Medalist Diversified, Inc. and Subsidiaries for the year ended December 31, 2025.

The following unaudited pro forma consolidated balance sheet as of June 30, 2026 has been prepared to give effect to the sale of the Ashley Plaza and Brookfield Properties and each of the Caliber Acquisitions as if these transactions had occurred on June 30, 2026.

The following unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026 has been prepared to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties, the Deconsolidation of the XXV DST 1 entity, and each of the Caliber Acquisitions, as if these transactions had occurred on January 1, 2026.

The following unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 has been prepared to give effect to the sale of the Salisbury, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties, the Deconsolidation of the XXV DST 1 entity, and each of the Caliber Acquisitions, as if these transactions had occurred on January 1, 2025.

The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. These unaudited pro forma consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the Dispositions, the Deconsolidation and the Caliber Acquisitions been consummated as of the date indicated.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2026


			Pro Forma Adjustments

			Dispositions (b)							Acquisitions (c)
	Historical			Ashley Plaza			Brookfield			Overland Park			Pilot Point			Pro Forma
	June 30, 2026 (a)			Property			Property			Property			Property			June 30, 2026
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
ASSETS
Investment properties, net	$	12,183,994		$	—		$	(5,400,182)	(ii)	$	—		$	—		$	6,783,812
Cash and cash equivalents		6,382,359			5,745,400	(i)		5,389,204	(i)		(5,866,285)	(i)		(5,465,423)	(i)		6,185,255
Restricted cash		1,045,414			—			—			—			—			1,045,414
Investment in marketable securities		20,720,749			—			—			—			—			20,720,749
Rent and other receivables, net of allowance		111,645			—			—			—			—			111,645
Assets held for sale		11,886,710			(11,736,710)	(ii)		—			5,892,313	(ii)		5,504,436	(ii)		11,546,749
Equity investment		1,312,047			—			—			—			—			1,312,047
Unbilled rent		539,173			(231,733)	(iii)		(107,899)	(iii)		—			—			199,541
Intangible lease assets, net		194,050			—			—			—			—			194,050
Other intangible assets		402,964			—			—			—			—			402,964
Deferred tax assets, net		2,304,144			—			—			—			—			2,304,144
Other assets		733,607			(101,830)	(iv)		—			—			—			631,777
Total Assets	$	57,816,856		$	(6,324,873)		$	(118,877)		$	26,028		$	39,013		$	51,438,147

LIABILITIES
Accounts payable and accrued liabilities	$	789,824		$	—		$	—		$	—		$	—		$	789,824
Liabilities associated with assets held for sale		10,372,233			(10,372,233)	(v)		—			26,028	(iii)		39,013	(iii)		65,041
Intangible lease liabilities, net		333,785			—			—			—			—			333,785
Mortgages payable, net		9,041,598			—			(4,272,594)	(v)		—			—			4,769,004
Total Liabilities	$	20,537,440		$	(10,372,233)		$	(4,272,594)		$	26,028		$	39,013		$	5,957,654

EQUITY
Common stock	$	16,285		$	—		$	—		$	—		$	—		$	16,285
Additional paid-in capital		58,182,979			—			—			—			—			58,182,979
Offering costs		(3,782,521)			—			—			—			—			(3,782,521)
Accumulated deficit		(30,384,954)			4,047,360	(vi)		4,153,717	(vi)		—			—			(22,183,877)
Total Stockholders' Equity		24,031,789			4,047,360			4,153,717			—			—			32,232,866
Noncontrolling interests - Parkway Property		2,942			—			—			—			—			2,942
Noncontrolling interests - DST Entities		—			—			—			—			—			—
Noncontrolling interests - Operating Partnership		13,244,685			—			—			—			—			13,244,685
Total Equity	$	37,279,416		$	4,047,360		$	4,153,717		$	—		$	—		$	45,480,493
Total Liabilities and Equity	$	57,816,856		$	(6,324,873)		$	(118,877)		$	26,028		$	39,013		$	51,438,147

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2026

Notes to unaudited pro forma consolidated balance sheet as of June 30, 2026

(a)

Historical financial information was derived from the condensed consolidated balance sheet of the Company as of June 30, 2026 (unaudited).

(b)

Adjustments to give effect to the sale of the Ashley Plaza and Brookfield Properties as if each disposition had occurred on June 30, 2026.

(i)

Represents net cash proceeds to the Company from the sale of the respective properties after payment of closing costs and repayment of debt.

(ii)

Represents book value of the asset group disposed of at closing, including land, site improvements, building and tenant improvements, and lease intangibles, including leasing commissions, leases in place, above market leases, and legal and marketing costs associated with replacing existing leases. For the Brookfield Property, investment property assets had not been reclassified to assets held for sale as of June 30, 2026.

(iii)

Represents the write-off of unbilled rent resulting from recording rent revenue on a straight line basis.

(iv)

Represents the book value of the roof warranty that was part of the asset group transferred to the purchaser at closing.

(v)

Represents the mortgages held for sale and intangible liabilities held for sale that were retired at closing. For the Brookfield Property, mortgages and intangible liabilities had not been reclassified to held for sale status as of June 30, 2026.

(vi)

Represents the gain on sale recorded at closing, offset by loss on extinguishment of debt related to the unamortized loan issuance costs related to the debt that was repaid at closing.

(c)

Adjustments to give effect to each of the Caliber Acquisitions as if the acquisitions had occurred on June 30, 2026.

(i)

The acquisition cost for the Overland Park Property was funded with $5,866,285 in cash from the Company, consisting of the $5,800,000 purchase price and approximately $66,285 of capitalized closing costs. The acquisition cost for the Pilot Point Property was funded with $5,465,423 in cash from the Company, consisting of the $5,404,864 purchase price and approximately $60,559 of capitalized closing costs.

(ii)

Amounts recorded to assets held for sale include tangible assets acquired at closing, including land, site improvements, building and tenant improvements, and lease intangibles, including leasing commissions, leases in place, and legal and marketing costs associated with replacing existing leases, and are recorded at fair value in accordance with ASC 805.

(iii)

Amounts recorded to liabilities associated with assets held for sale acquired at closing, consisting of intangible lease liabilities - below market leases of $26,028 and $39,013 for the Overland Park Property and Pilot Point Property, respectively.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the six months ended June 30, 2026


			Pro Forma Adjustments (continued on following page)
			Dispositions (b)
	Historical
	Six Months
	Ended
	June 30, 2026		Parkway			Greenbrier			Franklin Square			Citibank			Ashley Plaza			Brookfield
	(a)		Property			Property			Property			Property			Property			Property
	(unaudited)		(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE
Investment property revenues	$	3,501,895	$	(150,687)	(i)	$	(145,466)	(i)	$	(675,467)	(i)	$	(70,494)	(i)	$	(845,470)	(i)	$	(476,852)	(i)
DST sponsorship program revenues		465,792		—			—			—			—			—			—
Total Revenue	$	3,967,687	$	(150,687)		$	(145,466)		$	(675,467)		$	(70,494)		$	(845,470)		$	(476,852)

OPERATING EXPENSES
Investment property operating expenses	$	1,043,070	$	(53,803)	(ii)	$	(45,227)	(ii)	$	(228,110)	(ii)	$	—		$	(266,309)	(ii)	$	(139,502)	(ii)
DST sponsorship program expenses		464,430		—			—			—			—			—			—
Bad debt expense		12,991		(634)	(iii)		(12,357)	(iii)		—			—			—			—
Share based compensation expenses		224,220		—			—			—			—			—			—
Legal, accounting and other professional fees		869,015		—			—			—			—			—			—
Corporate general and administrative expenses		579,850		—			—			—			—			—			—
Impairment of assets held for sale		465,327		—			—			—			(217,960)	(iv)		—			—
Depreciation and amortization		819,447		—			—			(59,271)	(v)		(26,906)	(v)		(278,905)	(v)		(100,527)	(v)
Total Operating Expenses		4,478,350		(54,437)			(57,584)			(287,381)			(244,866)			(545,214)			(240,029)
Gain (loss) on disposal of investment properties		12,785,020		(1,040,870)	(vi)		(4,213,586)	(vi)		(7,580,745)	(vi)		50,181	(vi)		—			—
Loss on extinguishment of debt		(372,340)		64,320	(vii)		112,203	(vii)		195,817	(vii)		—			—			—
Operating Income (Loss)		11,902,017		(1,072,800)			(4,189,265)			(7,773,014)			224,553			(300,256)			(236,823)
Interest expense		753,827		(37,845)	(viii)		(39,414)	(viii)		(83,419)	(viii)		—			(198,970)	(viii)		(90,132)	(viii)
Net Income (Loss) from Operations		11,148,190		(1,034,955)			(4,149,851)			(7,689,595)			224,553			(101,286)			(146,691)
Other income		824,219		—			—			—			—			—			(63,478)	(ix)
Other expense		(132,015)		7,224	(ix)		—			—			—			—			—
Net Income (Loss) before Income Taxes		11,840,394		(1,027,731)			(4,149,851)			(7,689,595)			224,553			(101,286)			(210,169)
Income tax benefit		2,076,254		—			—			—			—			—			—
Net Income (Loss)		13,916,648		(1,027,731)			(4,149,851)			(7,689,595)			224,553			(101,286)			(210,169)
Less: Net income attributable to Parkway Property noncontrolling interests		184,990		(184,990)	(x)		—			—			—			—			—
Less: Net income attributable to DST Entities		121,818		—			—			—			—			—			—
Less: Net income attributable to Operating Partnership noncontrolling interests		5,061,715		(325,045)	(xi)		(1,600,598)	(xi)		(2,965,877)	(xi)		86,610	(xi)		(39,066)	(xi)		(81,062)	(xi)
Net Income Attributable to Medalist Common Shareholders	$	8,548,125	$	(517,696)		$	(2,549,253)		$	(4,723,718)		$	137,943		$	(62,220)		$	(129,107)

Earnings per common share - basic	$	5.95
Weighted-average number of shares - basic		1,436,234

Earnings per common share - diluted	$	4.74
Weighted-average number of shares - diluted		1,804,846

Dividends paid per common share	$	0.1350

See notes to unaudited pro forma consolidated financial statements

Continued on following page

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the six months ended June 30, 2026

Continued from preceding page


	Pro Forma Adjustments (continued from preceding page)
				Acquisitions (d)
	Tesla Property
	Sales of DST									Pro Forma
	Interests and									Six Months
	Deconsolidation			Overland Park			Pilot Point			Ended
	(c)			Property			Property			June 30, 2026
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE
Investment property revenues	$	(529,948)	(i)	$	191,635	(i)	$	177,266	(i)	$	784,777
DST sponsorship program revenues		—									465,792
Total Revenue	$	(529,948)		$	191,635		$	177,266		$	1,250,569

OPERATING EXPENSES
Investment property operating expenses	$	(1,191)	(ii)	$	—	(ii)	$	—	(ii)	$	308,928
DST sponsorship program expenses		—			—			—			464,430
Bad debt expense		—			—			—			—
Share based compensation expenses		—			—			—			224,220
Legal, accounting and other professional fees		—			—			—			869,015
Corporate general and administrative expenses		—			—			—			579,850
Impairment of assets held for sale		—			—			—			247,367
Depreciation and amortization		—	(iii)		—	(iii)		—	(iii)		353,838
Total Operating Expenses		(1,191)			—			—			3,047,648
Gain (loss) on disposal of investment properties		—			—			—			—
Loss on extinguishment of debt		—			—			—			—
Operating Income (Loss)		(528,757)			191,635			177,266			(1,797,079)
Interest expense		(193,821)	(iv)		—			—			110,226
Net Income (Loss) from Operations		(334,936)			191,635			177,266			(1,907,305)
Other income		(103,942)	(v)		—			—			656,799
Other expense		—			—			—			(124,791)
Net Income (Loss) before Income Taxes		(438,878)			191,635			177,266			(1,375,297)
Income tax benefit		—			—			—			2,076,254
Net Income (Loss)		(438,878)			191,635			177,266			700,957
Less: Net income attributable to Parkway Property noncontrolling interests		—			—			—			—
Less: Net income attributable to DST Entities		(121,818)	(vi)		—			—			—
Less: Net income attributable to Operating Partnership noncontrolling interests		(122,290)	(vii)		73,914	(iv)		68,371	(iv)		82,759
Net Income Attributable to Medalist Common Shareholders	$	(194,770)		$	117,721		$	108,895		$	618,198

Earnings per common share - basic										$	0.43
Weighted-average number of shares - basic											1,436,234

Earnings per common share - diluted											0.34
Weighted-average number of shares - diluted											1,804,846

Dividends paid per common share										$	0.1350

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Notes to unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026

(a)

Historical financial information was derived from the condensed consolidated statement of operations of the Company for the six months ended June 30, 2026 (unaudited).

(b)

Adjustments to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties as if the dispositions had occurred on January 1, 2026.

(i)

Represents the investment property revenues recognized during the six months ended June 30, 2026. Investment property revenues include rent, common area maintenance (“CAM”) revenues, and percentage rent. Rent revenues are presented on a straight-line basis.

(ii)

Represents the investment property operating expenses incurred during the six months ended June 30, 2026.

(iii)

Represents the bad debt expense recorded during the six months ended June 30, 2026.

(iv)

Represents the impairment of assets held for sale recorded during the six months ended June 30, 2026.

(v)

Represents the depreciation and amortization expenses recorded during the six months ended June 30, 2026.

(vi)

Represents the gain (loss) on disposition of investment properties recorded during the six months ended June 30, 2026.

(vii)

Represents the loss on extinguishment of debt recorded during the six months ended June 30, 2026.

(viii)

Represents the interest expense incurred on the related mortgages recorded during the six months ended June 30, 2026.

(ix)

Represents the other income and expense recorded during the six months ended June 30, 2026.

(x)

Represents the noncontrolling owner’s 18.0% share of the Parkway Property’s net income recorded for the six months ended June 30, 2026.

(xi)

Represents the Operating Partnership’s pro forma 38.57% weighted average noncontrolling ownership interest’s share of the net income recorded for the six months ended June 30, 2026.

(c)

Represents the impact of the deconsolidation of the XXV DST 1 entity resulting from the sale of a majority of the Class 1 beneficial ownership interests in the XXV DST 1 entity as if the deconsolidation had occurred on January 1, 2026.

(i)

Represents the investment property revenues recognized during the six months ended June 30, 2026. For the XXV DST 1 entity, investment property revenues include only rent revenues, which are presented on a straight-line basis.

(ii)

Represents the investment property operating expenses incurred during the six months ended June 30, 2026.

(iii)

Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv)

Represents the interest expense incurred on the related mortgages recorded during the six months ended June 30, 2026.

(v)

Represents the other income recorded during the six months ended June 30, 2026.

(vi)

Represents the noncontrolling owner’s 21.6% share of the XXV DST 1 entity’s net income recorded for the six months ended June 30, 2026.

(vii)

Represents the Operating Partnership’s pro forma 38.57% weighted average noncontrolling ownership interest’s share of the net income recorded for the six months ended June 30, 2026.

Notes to unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026, continued

(d)

Adjustments to give effect to each of the Caliber Acquisitions as if the acquisitions had occurred on January 1, 2026.

(i)

Represents rental revenues for the Overland Park and Pilot Point Properties that would have been recognized for the six months ended June 30, 2026 based on the terms of the lease with the tenant that is currently in place. Rental revenues are presented on a straight-line basis.

(ii)

Under the net-lease structure of the lease, all operating expenses, including maintenance, real estate taxes and insurance, are the responsibility of the tenant. Accordingly, no operating expenses are projected to be incurred.

(iii)

Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv)

Represents the Operating Partnership’s pro forma 38.57% weighted average noncontrolling ownership interest’s share of the Overland Park and Pilot Point Properties’ net income that would have been recorded for the six months ended June 30, 2026.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025


			Pro Forma Adjustments (continued on following page)

			Dispositions (b) (continued on following page)

	Historical					Buffalo			United
	Year Ended		Salisbury			Wild Wings			Rentals			Parkway			Greenbrier
	December 31, 2025		Property			Property			Property			Property			Property
	(a)		Disposition			Disposition			Disposition			Disposition			Disposition
			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE
Investment property revenues	$	10,396,618	$	(767,676)	(i)	$	(129,616)	(i)	$	(164,623)	(i)	$	(871,771)	(i)	$	(1,103,839)	(i)
Total Revenue	$	10,396,618	$	(767,676)		$	(129,616)		$	(164,623)		$	(871,771)		$	(1,103,839)

OPERATING EXPENSES
Investment property operating expenses	$	2,778,232	$	(207,159)	(ii)	$	—		$	—		$	(234,480)	(ii)	$	(238,139)	(ii)
Bad debt expense		2,382		(1,061)	(iii)		—			—			(161)	(iii)		(1,160)	(iii)
Share based compensation expenses		397,182		—			—			—			—			—
Legal, accounting and other professional fees		1,594,707		—			—			—			—			—
Corporate general and administrative expenses		1,283,334		—			—			—			—			—
Loss on impairment		74,328		—			—			—			—			(3,400)	(iv)
Impairment of assets held for sale		662,394		—			(160,789)	(v)		(381,605)	(v)		—			—
Depreciation and amortization		3,347,577		(281,485)	(vi)		(64,169)	(vi)		(101,032)	(vi)		(284,563)	(vi)		(206,664)	(vi)
Total Operating Expenses		10,140,136		(489,705)			(224,958)			(482,637)			(519,204)			(449,363)
Gain (loss) on disposal of investment properties		731,439		(841,278)	(vii)		52,760	(vii)		57,079	(vii)		—			—
Loss on redemption of mandatorily redeemable preferred stock		(9,375)		—			—			—			—			—
Loss on extinguishment of debt		(430,644)		51,081	(viii)		—			—			—			—
Operating Income (Loss)		547,902		(1,068,168)			148,102			375,093			(352,567)			(654,476)
Interest expense		2,620,396		(208,497)	(ix)		—			—			(256,639)	(ix)		(246,882)	(ix)
Net (Loss) Income from Operations		(2,072,494)		(859,671)			148,102			375,093			(95,928)			(407,594)
Other income		361,498		—			—			—			—			—
Other expense		(224,777)		—			—			—			90,166	(x)		—
Net (Loss) Income		(1,935,773)		(859,671)			148,102			375,093			(5,762)			(407,594)
Less: Net income attributable to Parkway Property noncontrolling interests		1,036		—			—			—			(1,036)	(xi)		—
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests		452,028		(387,798)	(xii)		66,809	(xii)		169,204	(xii)		(2,132)	(xii)		(183,866)	(xii)
Net (Loss) Income Attributable to Medalist Common Stockholders	$	(2,388,837)	$	(471,873)		$	81,293		$	205,889		$	(2,594)		$	(223,728)

Loss per share from operations - basic and diluted	$	(2.12)
Weighted-average number of shares - basic and diluted		1,127,768

Dividends paid per common share	$	0.17

See notes to unaudited pro forma consolidated financial statements

Continued on following page

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025

Continued from preceding page


	Pro Forma Adjustments (continued from preceding page)

	Dispositions (b) (continued from preceding page)															Acquisitions (d)
													Tesla Property -
	Franklin						Ashley						Sales of DST
	Square			Citibank			Plaza			Brookfield			Interests and									Pro Forma
	Property			Property			Property			Property			Deconsolidation			Overland Park			Pilot Point			Year Ended
	Disposition			Disposition			Disposition			Disposition			(c)			Property			Property			December 31, 2025
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE
Investment property revenues	$	(2,634,259)	(i)	$	(150,796)	(i)	$	(1,922,729)	(i)	$	(844,978)	(i)	$	(158,525)	(i)	$	383,269	(i)	$	354,532	(i)	$	2,385,607
Total Revenue	$	(2,634,259)		$	(150,796)		$	(1,922,729)		$	(844,978)		$	(158,525)		$	383,269		$	354,532		$	2,385,607

OPERATING EXPENSES
Investment property operating expenses	$	(648,597)	(ii)	$	—		$	(596,885)	(ii)	$	(256,201)	(ii)	$	(544)	(ii)	$	—	(ii)	$	—	(ii)	$	596,227
Bad debt expense		—			—			—			—			—			—			—			—
Share based compensation expenses		—			—			—			—			—			—			—			397,182
Legal, accounting and other professional fees		—			—			—			—			—			—			—			1,594,707
Corporate general and administrative expenses		—			—			—			—			—			—			—			1,283,334
Loss on impairment		(56,957)	(iv)		—			(5,700)	(iv)		(8,271)	(iv)		—			—			—			—
Impairment of assets held for sale		—			—			—			—			—			—			—			120,000
Depreciation and amortization		(678,496)	(vi)		(80,715)	(vi)		(657,770)	(vi)		(226,434)	(vi)		—	(iii)		—	(iii)		—	(iii)		766,249
Total Operating Expenses		(1,384,050)			(80,715)			(1,260,355)			(490,906)			(544)			-			-			4,757,699
Gain (loss) on disposal of investment properties		—			—			—			—			—			—			—			—
Loss on redemption of mandatorily redeemable preferred stock		—			—			—			—			—			—			—			(9,375)
Loss on extinguishment of debt		—			—			—			—			379,563	(iv)		—			—			—
Operating Income (Loss)		(1,250,209)			(70,081)			(662,374)			(354,072)			221,582			383,269			354,532			(2,381,467)
Interest expense		(535,041)	(ix)		—			(410,934)	(ix)		(186,545)	(ix)		(58,896)	(v)		—			—			716,962
Net (Loss) Income from Operations		(715,168)			(70,081)			(251,440)			(167,527)			280,478			383,269			354,532			(3,098,429)
Other income		(320,670)	(x)		—			—			(15,000)	(x)		(242)	(vi)		—			—			25,586
Other expense		—			—			—			—			90,585	(vii)		—			—			(44,026)
Net (Loss) Income		(1,035,838)			(70,081)			(251,440)			(182,527)			370,821			383,269			354,532			(3,116,869)
Less: Net income attributable to Parkway Property noncontrolling interests		—			—			—			—			—			—			—			—
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests		(467,267)	(xii)		(31,614)	(xii)		(113,425)	(xii)		(82,338)	(xii)		167,277	(viii)		172,893	(iv)		159,929	(iv)		(80,300)
Net (Loss) Income Attributable to Medalist Common Stockholders	$	(568,571)		$	(38,467)		$	(138,015)		$	(100,189)		$	203,544		$	210,376		$	194,603		$	(3,036,569)

Loss per share from operations - basic and diluted																						$	(2.69)
Weighted-average number of shares - basic and diluted																							1,127,768

Dividends paid per common share																						$	0.17

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

Notes to unaudited pro forma consolidated statement of operations for the year ended December 31, 2025

(a)

Historical financial information was derived from the consolidated statement of operations of the Company for the year ended December 31, 2025.

(b)

Adjustments to give effect to the sale of the Salisbury, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties as if the dispositions had occurred on January 1, 2025.

(i)

Represents the investment property revenues recognized during the year ended December 31, 2025. Investment property revenues include rent, CAM revenues, and percentage rent. Rent revenues are presented on a straight-line basis.

(ii)

Represents the investment property operating expenses incurred during the year ended December 31, 2025.

(iii)

Represents the bad debt expense recorded during the year ended December 31, 2025.

(iv)

Represents the loss on impairment recorded during the year ended December 31, 2025.

(v)

Represents the impairment of assets held for sale recorded during the year ended December 31, 2025.

(vi)

Represents the depreciation and amortization expenses recorded during the year ended December 31, 2025.

(vii)

Represents the gain (loss) on disposition of investment properties recorded during the year ended December 31, 2025.

(viii)

Represents the loss on extinguishment of debt recorded during the year ended December 31, 2025.

(ix)

Represents the interest expense incurred on the related mortgages recorded during the year ended December 31, 2025.

(x)

Represents the other income and expense recorded during the year ended December 31, 2025.

(xi)

Represents the noncontrolling owner’s 18.0% share of the Parkway Property’s net income recorded for the year ended December 31, 2025.

(xii)

Represents the Operating Partnership’s pro forma 45.11% weighted average noncontrolling ownership interest’s share of the net income (loss) recorded for the year ended December 31, 2025.

(c)

(i)

Represents the investment property revenues recognized during the year ended December 31, 2025. For the XXV DST 1 entity, investment property revenues include only rent revenues, which are presented on a straight-line basis.

(ii)

Represents the investment property operating expenses incurred during the year ended December 31, 2025.

(iii)

Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv)

Represents the loss on extinguishment of debt recorded during the year ended December 31, 2025 resulting from the repayment of the Farmers Line of Credit.

Notes to unaudited pro forma consolidated statement of operations for the year ended December 31, 2025, continued

(v)

During the year ended December 31, 2025, interest expense includes interest paid on (1) Farmers Line of Credit which financed the acquisition of the Tesla Property from July 18, 2025, the acquisition date, through November 7, 2025 and (2) the mortgage payable which refinanced the Farmers Line of Credit from November 7, 2025 through December 31, 2025.

(vi)

Represents the other income recorded during the year ended December 31, 2025.

(vii)

Represents the other expense recorded during the year ended December 31, 2025.

(viii)

Represents the Operating Partnership’s pro forma 45.11% weighted average noncontrolling ownership interest’s share of the net income (loss) recorded for the year ended December 31, 2025.

(d)

Adjustments to give effect to each of the Caliber Acquisitions as if the acquisitions had occurred on January 1, 2025.

(i)

Represents rental revenues for the Overland Park and Pilot Point Properties that would have been recognized for the year ended December 31, 2025 based on the terms of the lease with the tenant that is currently in place. Rental revenues are presented on a straight-line basis.

(ii)

(iii)

Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv)

Represents the Operating Partnership’s pro forma 45.11% weighted average noncontrolling ownership interest’s share of the Overland Park and Pilot Point Properties’ net income that would have been recorded for the year ended December 31, 2025.

Source: View Original Filing on SEC EDGAR

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