What tax-related charter amendment did MDRR stockholders approve?

Stockholders approved a charter amendment adding transfer restrictions designed to protect net operating loss and net capital loss tax benefits. It generally blocks transfers that would raise a holder’s ownership from below 4.9% to 4.9% or more, or increase an existing 4.9 Percent Shareholder’s ownership percentage.

Medalist Diversified (NASDAQ: MDRR) okays NOL charter limits, plans $10.25M sale

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Medalist Diversified, Inc. reported a signed Purchase and Sale Agreement for Brookfield Center, a 64,880-square-foot flex-industrial property in Greenville, South Carolina, for total consideration of $10,250,000, with a $150,000 earnest money deposit. Closing is expected within 45 days, subject to customary conditions, and may not occur.

Stockholders approved an amendment to the Articles of Incorporation that restricts transfers of common stock to protect the company’s net operating loss and net capital loss tax benefits, generally limiting ownership increases at the 4.9% threshold. At the 2026 annual meeting, two Class III directors were elected, executive compensation was approved on an advisory basis, the auditor appointment was ratified, and the charter amendment related to the tax benefit strategy was approved.

Insights

Medalist signs a $10.25M property sale and tightens ownership to protect tax assets.

The company’s affiliate agreed to sell Brookfield Center, a 64,880-square-foot flex-industrial asset in Greenville, South Carolina, for $10,250,000, with a $150,000 earnest money deposit and closing targeted within 45 days. The agreement includes customary industry representations, warranties, covenants, and indemnities, and remains subject to unsatisfied closing conditions.

Separately, stockholders approved a charter amendment that limits increases in common stock ownership around a 4.9% threshold. This structure aims to preserve net operating loss and net capital loss carryforwards by discouraging ownership changes that could trigger adverse tax rules. The annual meeting also confirmed board composition, executive pay on an advisory basis, and the independent auditor for the fiscal year ending December 31, 2026.

8-K Event Classification

4 items: 1.01, 5.03, 5.07, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Brookfield Center sale price: $10,250,000 Earnest money deposit: $150,000 Property size: 64,880 square feet +5 more

8 metrics

Brookfield Center sale price $10,250,000 Total consideration for Greenville, SC flex-industrial property

Earnest money deposit $150,000 Deposit due from purchaser within five business days of Effective Date

Property size 64,880 square feet Size of Brookfield Center flex-industrial property

Ownership threshold 4.9% Charter amendment limit for triggering transfer restrictions

Shares entitled to vote 1,428,500 shares Common stock entitled to vote at 2026 annual meeting

Shares present at meeting 928,583 shares (65%) Shares present in person or by proxy at annual meeting

Votes for Kavanaugh 685,986 votes Director election, Francis P. Kavanaugh, Proposal 1

Votes for charter tax benefit amendment 675,502 votes Proposal 4 votes for charter amendment

Key Terms

Purchase and Sale Agreement, earnest money deposit, net operating losses, 4.9 Percent Shareholder, +2 more

6 terms

Purchase and Sale Agreement financial

"entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), with Person Street Partners GP Fund I, L.P."

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

earnest money deposit financial

"The Purchaser is required to make an earnest money deposit of $150,000 within five business days"

An earnest money deposit is a sum of money paid by a buyer to show serious intent to purchase a property or asset. It acts as a guarantee that the buyer is committed, and if the deal goes through, it is usually applied toward the purchase price. For investors, it provides reassurance that the other party is genuine, helping to build trust and secure the transaction.

net operating losses financial

"includes provisions designed to protect the tax benefits of the Company’s net operating losses (“NOLs”) and net capital losses"

Net operating losses are the amount by which a company’s allowable tax deductions exceed its taxable income in a given year, creating a tax loss that can be carried forward or backward to reduce taxes in other years. For investors this matters because NOLs can lower future tax payments and boost cash flow—think of them as unused tax credits a business can apply later to improve profitability and valuation or make the company more attractive in a sale or investment.

4.9 Percent Shareholder financial

"or increase the percentage of the Company’s common stock owned directly or indirectly by a 4.9 Percent Shareholder"

broker non-votes financial

"Votes For | Votes Withheld | Broker Non-Votes Francis P. Kavanaugh | 685,986 | 25,619 | 216,978"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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

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Understanding 8-K Material Events →

Available on EDGAR 06/17/2026 - 04:31 PM Accepted by SEC EDGAR 06/17/2026 - 04:30 PM

FAQ

What property is Medalist Diversified (MDRR) selling and for how much?

Medalist Diversified’s affiliate agreed to sell Brookfield Center, a 64,880-square-foot flex-industrial property in Greenville, South Carolina, for total consideration of $10,250,000. The purchaser must also provide a $150,000 earnest money deposit within five business days of the effective date.

When is the Brookfield Center sale expected to close for MDRR?

The Brookfield Center acquisition by the purchaser is expected to close within 45 days of the effective date. Closing remains subject to several customary conditions, so there is no assurance the transaction will be completed on the described terms or at all.

How does the MDRR charter amendment affect stock transfers?

The amendment restricts direct or indirect common stock transfers that cross the 4.9% ownership threshold or increase a 4.9 Percent Shareholder’s stake. Any transfer attempted in violation of these rules is void as of the date of the prohibited transfer with respect to the purported transferee.

What were the key voting results at Medalist Diversified’s 2026 annual meeting?

At the 2026 annual meeting, stockholders elected two Class III directors, approved named executive officer compensation on an advisory basis, ratified Cherry Bekaert LLP as independent auditor for the year ending December 31, 2026, and approved the charter amendment related to the company’s tax benefit strategy.

How many MDRR shares were entitled to vote and what was the quorum?

A total of 1,428,500 shares of common stock were entitled to vote at the annual meeting. Of these, 928,583 shares, or 65% of the eligible shares, were present in person or by proxy, establishing a valid quorum for conducting business.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 18, 2026 (June 16, 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. ¨


	Item 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 17, 2026, (the “Effective Date”), MDR Brookfield, LLC, a Delaware limited liability company (the “Seller”), entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), with Person Street Partners GP Fund I, L.P., a Delaware limited partnership (the “Purchaser”), whereby the Purchaser agreed to acquire (the “Acquisition”) Brookfield Center, an approximately 64,880 square foot flex-industrial property in Greenville, South Carolina and more particularly described in Exhibit A to the Purchase and Sale Agreement (the “Property”). The total consideration for the Property is $10,250,000 (the “Consideration”), subject to the prorations and adjustments described in the Purchase and Sale Agreement. The Consideration is to be paid by the Purchaser to the Seller at the Closing (as that term is defined in the Purchase and Sale Agreement). The Purchaser is required to make an earnest money deposit of $150,000 within five business days of the Effective Date.

The Purchase and Sale Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. The Acquisition is expected to close within 45 days. Several conditions to closing on the Acquisition remain to be satisfied, and there can be no assurance that the Purchaser will complete the transaction on the general terms described above or at all.

The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.


ITEM 5.03	AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On June 16, 2026, Medalist Diversified, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation (the “Charter Amendment”), which includes provisions designed to protect the tax benefits of the Company’s net operating losses (“NOLs”) and net capital losses (“NCLs”).

The Charter Amendment restricts certain transfers of the Company’s common stock in order to protect the tax benefits of the Company’s NOL and NCL carryforwards. The Charter Amendment transfer restrictions generally restrict any direct or indirect transfers of the Company’s common stock that would increase the direct or indirect ownership of the Company’s common stock by any Person (as defined in the Charter Amendment) from less than 4.9% to 4.9% or more of the Company’s common stock, or increase the percentage of the Company’s common stock owned directly or indirectly by a 4.9 Percent Shareholder (as defined in the Charter Amendment). Further, any direct or indirect transfer attempted in violation of the Charter Amendment will be void as of the date of the prohibited transfer as to the purported transferee.

A summary of the Charter Amendment was included as part of Proposal 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026. The summary of the Charter Amendment contained in the proxy statement and in this Current Report is qualified by and subject to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.


ITEM 5.07	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting, the Company’s stockholders: (i) elected two Class III director nominees; (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on May 15, 2026; (iii) ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2026; and (iv) approved an amendment to the Company’s charter related to the Company’s tax benefit strategy.

The total number of shares of common stock entitled to vote at the Annual Meeting was 1,428,500, of which 928,583 shares, or 65%, were present in person or by proxy.

A description of each proposal voted on at the Annual Meeting, and the voting results for each such proposal, are set forth below:

Proposal No. 1: The proposal to elect two Class III directors to serve for a three-year term until the 2029 annual meeting of stockholders, until each such director’s successor is duly elected and qualified, was approved by the votes set forth below:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Francis P. Kavanaugh	685,986	25,619	216,978
Neil Farmer	672,397	39,208	216,978

Proposal No. 2: The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, by the votes set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
685,068	24,065	2,472	216,978

Proposal No. 3: The appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2026 was ratified by the votes set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
908,752	1,301	18,530	—

Proposal No. 4: The proposed amendment to the Company’s charter related to the Company’s tax benefit strategy:


Votes For	Votes Against	Abstentions	Broker Non-Votes
675,502	30,593	5,511	216,977

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
3.1		Articles of Amendment to the Articles of Incorporation of Medalist Diversified, Inc., effective as of June 17, 2026
10.1		Purchase and Sale Agreement, dated as of June 16, 2026, by and among MDR Brookfield, LLC and Person Street Partners GP Fund I, L.P.
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: June 17, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EX-10.1 558.5 KB

Medalist Diversified (NASDAQ: MDRR) okays NOL charter limits, plans $10.25M sale

Rhea-AI Filing Summary

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