Tesla Pensacola deal pro formas filed by Medalist (MDRR)

Rhea-AI Filing Summary

Medalist Diversified REIT, Inc. filed an amended current report to update its earlier disclosure about acquiring the Tesla Pensacola Property in Pensacola, Florida. The amendment adds unaudited pro forma financial information showing how the acquisition would have affected the company’s consolidated balance sheet as of June 30, 2025 and its statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024.

The company explains it is not providing separate historical financial statements for the Tesla Pensacola Property because the building was extensively renovated and converted from a trade college to an automotive sales, service and distribution facility just before the acquisition, so prior leasing history is not considered representative of future performance.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 10, 2024 (July 18, 2025)

Medalist Diversified REIT, 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)

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

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

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☐ 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

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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. ☐

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Explanatory Note

This Form 8-K/A amends and supplements the Form 8-K filed by Medalist Diversified REIT, Inc. (the “Company”) on July 18, 2025 (the “Original Filing”) reporting the acquisition of the property known as the Tesla Pensacola Property, a certain tract of real property containing a building in Pensacola, Florida, to include the unaudited pro forma information required by Item 9.01 (b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Original Filing.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Property Acquired

The Tesla Pensacola Property underwent extensive renovations immediately prior to the acquisition and a change of use from a trade college to an automotive sales, service and distribution facility. As a result, the Company is not filing the financial statements of the Property because the leasing history of the Tesla Pensacola Property is not representative of its future operations. 

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(b) Unaudited Pro Forma Financial Information

The following unaudited pro forma financial statements for the Company are set forth in Exhibit 99.2, which is incorporated herein by reference.

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2025.

Notes to Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2025.

Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2025.

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2025.

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Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2024.

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2024.

(c) Not applicable.

(d) Exhibits

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Exhibit No.		Description
99.1		Unaudited Pro Forma Financial Information for the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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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 REIT, INC.
Dated: September 10, 2025	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

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FAQ

What does Medalist Diversified REIT (MDRR) disclose in this 8-K/A amendment?

The amendment adds unaudited pro forma financial statements related to the acquisition of the Tesla Pensacola Property, including a pro forma balance sheet and pro forma statements of operations for specified periods.

What is the Tesla Pensacola Property mentioned by MDRR?

The Tesla Pensacola Property is described as a tract of real property containing a building in Pensacola, Florida that has been converted from a trade college to an automotive sales, service and distribution facility.

Why is Medalist Diversified REIT not filing historical financial statements for the Tesla Pensacola Property?

The company states that the property underwent extensive renovations and a change of use, so its past leasing history is not representative of future operations, and therefore separate historical financial statements are not being filed.

What unaudited pro forma financial information does MDRR provide in this filing?

The filing lists an Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2025 and Unaudited Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, together with related notes.

Does this 8-K/A change the previously reported Tesla Pensacola Property acquisition terms for MDRR?

The amendment describes itself as amending and supplementing the original report to include required unaudited pro forma information and indicates it should be read together with the original filing that reported the acquisition.

Which exhibits are included with this Medalist Diversified REIT 8-K/A?

The exhibits include Exhibit 99.1, described as Unaudited Pro Forma Financial Information for the company, and Exhibit 104, the cover page interactive data file embedded in Inline XBRL.