Medalist Diversified sells Brookfield for $10.1M

Q: What is MDRR’s commitment and expected return in the new Mira Sav Partners joint venture?

MDRR, through MDI Mira Sav, LLC, committed $4.0 million for an approximately 42% preferred equity interest in Mira Sav Partners LLC. It will receive a 6% preferred return on its invested preferred equity, paid at least quarterly, plus an additional 9% accrued preferred return upon exit.

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.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

$10,100,000 Brookfield Center sale completed, with $4,342,261 of proceeds used to defease and retire the related mortgage loan, reducing secured debt.
Series of property dispositions, including Franklin Square at $24,100,000 and Salisbury at $9,930,000, generated significant cash and enabled repayment of multiple mortgage facilities.
Mira JV preferred equity terms provide a 6% current preferred return plus an additional 9% preferred return on exit on the $4.0 million investment, enhancing potential income from the commitment.

Negative

The operating partnership has provided a limited guaranty on an approximately $13.5 million construction loan to the Mira JV, adding contingent exposure.
Pro forma results for the year ended December 31, 2025 show a net loss attributable to Medalist common stockholders of approximately $3.44 million after giving effect to the dispositions and deconsolidation.
Multiple income-producing properties have been sold or deconsolidated, with pro forma adjustments removing substantial investment property revenues from ongoing operations.

Filing Explained

Pro forma net income attributable to common shareholders was $509,304 for six months ended June 30, 2026, not a forecast.

The Mira JV has been signed, but its approximately $13.5 million construction loan has not yet closed; the Operating Partnership has agreed to a limited guaranty, and closing is expected within 30 days. This leaves the guaranty tied to a proposed financing rather than a completed loan.

The filing also reports that the company had sold 100% of the Class 1 interests in the Tesla Pensacola DST by September 1, 2026, generating approximately $7,983,278 in net cash proceeds.

The accompanying pro forma statements are informational and are not necessarily indicative of future results or results that would have occurred had the transactions taken place on the stated dates.

For the six months ended June 30, 2026, the pro forma column shows $509,304 of net income attributable to Medalist common shareholders after the disclosed dispositions and DST deconsolidation.

8-K Event Classification

3 items: 1.01, 2.01, 9.01

3 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 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Mira JV preferred equity commitment: $4.0 million Preferred equity interest in Mira JV: 42% Construction loan limited guaranty: $13.5 million +5 more

8 metrics

Mira JV preferred equity commitment $4.0 million Preferred equity investment in Mira Sav Partners LLC joint venture

Preferred equity interest in Mira JV 42% Approximate preferred equity interest acquired by the company

Construction loan limited guaranty $13.5 million Approximate construction loan to Mira JV subject to operating partnership limited guaranty

Brookfield Property sale price $10,100,000 Sale of Brookfield Center retail property in Greenville, South Carolina

Brookfield mortgage defeased $4,342,261 Proceeds used to defease and retire the mortgage loan on Brookfield Property

Franklin Square Property sale price $24,100,000 Disposition completed March 30, 2026

Net cash from Tesla Pensacola DST interests $7,983,278 Net cash proceeds after sale of 100% of Class 1 beneficial interests in XXV DST 1

Pro forma total assets $51,373,106 Total assets as of June 30, 2026 after Ashley Plaza and Brookfield dispositions

Key Terms

preferred equity, limited guaranty, defease, deconsolidated, +1 more

5 terms

preferred equity financial

"contribute $4.0 million to the Mira JV for an approximately 42% preferred equity interest"

Preferred equity is a type of investment that sits between common stock and debt in a company's financial structure. It typically offers investors priority in receiving dividends and getting their money back if the company runs into trouble, making it somewhat safer than regular shares. Investors value preferred equity because it provides a steady income stream while still allowing some participation in the company's success.

limited guaranty financial

"the Operating Partnership has agreed to provide a limited guaranty with respect to an approximate $13.5 million"

defease financial

"used $4,342,261 from the proceeds from the sale of the Brookfield Property to defease and retire its obligations"

Defease means setting aside safe, income-producing assets (often government bonds) to fully cover a debt’s future payments so the original borrower is released from further responsibility. Think of it like putting a guaranteed pay-as-you-go fund in a lockbox so the loan no longer affects the borrower’s obligations or credit terms. Investors watch defeasance because it changes who bears repayment risk, can alter credit profiles, and affects bond liquidity and value.

deconsolidated financial

"the Company deconsolidated the XXV DST 1 entity and removed all assets and liabilities held by XXV DST 1"

mandatorily redeemable preferred stock financial

"Loss on redemption of mandatorily redeemable preferred stock"

FAQ

What is MDRR’s commitment and expected return in the new Mira Sav Partners joint venture?

MDRR, through MDI Mira Sav, LLC, committed $4.0 million for an approximately 42% preferred equity interest in Mira Sav Partners LLC. It will receive a 6% preferred return on its invested preferred equity, paid at least quarterly, plus an additional 9% accrued preferred return upon exit.

How is the approximately $13.5 million construction loan to the Mira JV supported by MDRR?

Medalist Diversified Holdings, LP, MDRR’s operating partnership, agreed to provide a limited guaranty with respect to an approximate $13.5 million construction loan to Mira Sav Partners LLC. Closing of this construction loan is expected to occur within 30 days of the agreement.

What changes were made to MDRR’s Aubrey, Texas property acquisition agreement?

MDRR and NPH Ventures, LLC reinstated the purchase and sale agreement for the Aubrey, Texas Caliber Collision property, reducing the price from $5,494,444 to $5,404,864 and extending the inspection period to seven days, while the seller retains the funds previously deposited as earnest money.

What were the key terms of MDRR’s Brookfield Property sale?

On September 1, 2026, MDRR sold the Brookfield Property in Greenville, South Carolina for $10,100,000 to an unaffiliated purchaser. The company applied $4,342,261 of the proceeds to defease and retire the mortgage loan collateralized by the Brookfield Property.

How much cash has MDRR generated from the Tesla Pensacola DST interests?

From the sale of Class 1 beneficial interests in XXV DST 1, the Tesla Pensacola Property owner, MDRR had received approximately $6,777,444 in net cash proceeds as of June 30, 2026 and approximately $7,983,278 in net cash proceeds after selling 100% of the Class 1 interests by September 1, 2026.

What do MDRR’s pro forma June 30, 2026 balance sheet figures show after recent dispositions?

The unaudited pro forma consolidated balance sheet as of June 30, 2026 reflects total assets of $51,373,106, total liabilities of $5,892,613, and total equity of $45,480,493, after giving effect to the Ashley Plaza and Brookfield Property sales and related adjustments.

How did the dispositions affect MDRR’s historical 2025 performance on a pro forma basis?

The unaudited pro forma consolidated statement of operations for 2025, giving effect to the property sales and deconsolidation, shows net loss attributable to Medalist common stockholders of about $3.44 million, compared with the historical loss attributable to common stockholders of $2.39 million.

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Available on EDGAR 09/08/2026 - 04:06 PM Accepted by SEC EDGAR 09/08/2026 - 04:05 PM

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): September 8, 2026 (September 1, 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

Entry into Mira Sav Partners LLC Joint Venture Agreement

On September 1, 2026, Medalist Diversified, Inc. (the “Company”), through its wholly owned subsidiary, MDI Mira Sav, LLC, entered into a joint venture (the “Mira JV”) with Spandrel Development Partners, LLC (“Spandrel”), a real estate developer, and certain other investors, including Frank Kavanaugh, the Company’s Chief Executive Officer and Emanuel Neuman, a member of the Company’s Board of Directors. The Company committed to contribute $4.0 million to the Mira JV for an approximately 42% preferred equity interest in such joint venture. Spandrel, Mr. Kavanaugh and Mr. Neuman hold a 37%, 11% and 11% common equity interest in the Mira JV, respectively.

The Mira JV is structured as a Delaware limited liability company managed by Spandrel, which has exclusive authority over management and operational decisions. The Company may remove Spandrel as managing member and take over sole management control of the Mira JV upon the occurrence of certain events that have a material adverse impact on the Mira JV or the Company. The Company will receive a preferred return of 6% of its invested preferred equity paid no less frequently than quarterly, and an additional accrued preferred return of 9% of its invested preferred equity paid upon exit. The Company has approval rights over all major decisions, as defined in the limited liability company operating agreement of Mira Sav Partners, LLC (the “Mira JV Agreement”). The Company may not transfer its interests in the Mira JV without the consent of the other members thereto, subject to certain permitted transfers.

In connection with the entry into the Mira JV Agreement, Medalist Diversified Holdings, LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), has agreed to provide a limited guaranty with respect to an approximate $13.5 million construction loan to be made to Mira JV. Closing on the construction loan is expected to occur within 30 days.

In accordance with the Company's Corporate Governance Guidelines, Audit Committee Charter and Related Party Transaction Policy, the Company's entry into the Mira JV was reviewed and approved by a majority of the Company's Board of Directors. Mr. Neuman, a member of the Board and co-founder of Spandrel, and Mr. Kavanaugh, the Company's Chief Executive Officer, who is also investing in the Mira JV, each recused themselves from the vote.

The foregoing description is only a summary of the material provisions of the Mira JV Agreement and is qualified in its entirety by reference to the full text of the Mira JV Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Reinstatement of Purchase and Sale Agreement

As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 22, 2026, on July 21, 2026 the Company entered into a Purchase and Sale Agreement (the “Agreement”), with NPH Ventures, LLC a Delaware limited liability company (the “NPH Seller”), whereby the Company agreed to acquire a property located at 8600 Highway 377, Aubrey, Texas 76258, consisting of a Caliber Collision Center and more particularly described in Exhibit A to the Agreement

As previously disclosed, on August 18, 2026, the Company exercised its right to terminate the Agreement.

On September 3, 2026, the Company and the NPH Seller entered into a Reinstatement and First Amendment to Purchase and Sale Agreement (the “Amendment”), pursuant to which the Agreement was reinstated. Pursuant to the terms of the Amendment, the sales price was reduced from $ $5,494,444 to $5,404,864 and the inspection period was extended to seven days from the date of the Amendment. The funds previously deposited by the Company as an earnest money deposit will be retained by the NPH Seller.

The summary of the terms and conditions of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

The Agreement was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on July 22, 2026 and is incorporated by reference herein


	ITEM 2.01	Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Form 8-K filed on June 17, 2026, with the SEC on June 17, 2026, MDR Brookfield, LLC, a Delaware limited liability company (the “MDI Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “MDI Agreement”), with Person Street Partners GP Fund I, L.P., a Delaware limited partnership (the “Purchaser”), whereby the Purchaser agreed to acquire from the MDI Seller Brookfield Center, a 64,880 square foot retail property located in Greenville, South Carolina (the “Brookfield Property”).

On September 1, 2026, the Company closed on the sale of the Brookfield Property (the “Disposition”). The total sales price of the Brookfield Property was $10,100,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $4,342,261 from the proceeds from the sale of the Brookfield Property to defease and retire its obligations under the mortgage loan secured by the Brookfield Property.

The foregoing description is only a summary of the material provisions of the MDI Agreement and is qualified in its entirety by reference to the full text of the MDI Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on June 17, 2026 and incorporated by reference herein.

The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Disposition and the consummation of prior dispositions, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.

(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
10.1		Limited Liability Company Operating Agreement of Mira Sav Partners, LLC, dated as of September 1, 2026
10.2		Reinstatement and First Amendment to Purchase and Sale Agreement dated September 3, 2026 by and between Medalist Diversified, Inc and NPH Ventures, LLC
99.1		Unaudited Pro Forma Financial Statements
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: September 8, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

Exhibit 99.1

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 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 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 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.

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 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, and the Deconsolidation of the XXV DST 1 entity 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, and the Deconsolidation of the XXV DST 1 entity, 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 and the Deconsolidation 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)
	Historical			Ashley Plaza			Brookfield			Pro Forma
	June 30, 2026 (a)			Property			Property			June 30, 2026
	(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)		17,516,963
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)		—			150,000
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)		$	51,373,106

LIABILITIES
Accounts payable and accrued liabilities	$	789,824		$	—		$	—		$	789,824
Liabilities associated with assets held for sale		10,372,233			(10,372,233)	(v)		—			—
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)		$	5,892,613

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 - 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)		$	51,373,106

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 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.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the six months ended June 30, 2026


			Pro Forma Adjustments - Dispositions (b)
	Historical																				Tesla Property
	Six Months																				Sales of DST			Pro Forma
	Ended																				Interests and			Six Months
	June 30, 2026		Parkway			Greenbrier			Franklin Square			Citibank			Ashley Plaza			Brookfield			Deconsolidation			Ended
	(a)		Property			Property			Property			Property			Property			Property			(c)			June 30, 2026
	(unaudited)		(unaudited)			(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)	$	(529,948)	(i)	$	607,511
DST sponsorship program revenues		465,792		—			—			—			—			—			—			—			465,792
Total Revenue	$	3,967,687	$	(150,687)		$	(145,466)		$	(675,467)		$	(70,494)		$	(845,470)		$	(476,852)		$	(529,948)		$	1,073,303

OPERATING EXPENSES
Investment property operating expenses	$	1,043,070	$	(53,803)	(ii)	$	(45,227)	(ii)	$	(228,110)	(ii)	$	—		$	(266,309)	(ii)	$	(139,502)	(ii)	$	(1,191)	(ii)	$	308,928
DST sponsorship program expenses		464,430		—			—			—			—			—			—			—			464,430
Bad debt expense		12,991		(634)	(iii)		(12,357)	(iii)		—			—			—			—			—			—
Share based compensation expenses		224,220		—			—			—			—			—			—			—			224,220
Legal, accounting and other professional fees		869,015		—			—			—			—			—			—			—			869,015
Corporate general and administrative expenses		579,850		—			—			—			—			—			—			—			579,850
Impairment of assets held for sale		465,327		—			—			—			(217,960)	(iv)		—			—			—			247,367
Depreciation and amortization		819,447		—			—			(59,271)	(v)		(26,906)	(v)		(278,905)	(v)		(100,527)	(v)		—	(iii)		353,838
Total Operating Expenses		4,478,350		(54,437)			(57,584)			(287,381)			(244,866)			(545,214)			(240,029)			(1,191)			3,047,648
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)			(528,757)			(1,974,345)
Interest expense		753,827		(37,845)	(viii)		(39,414)	(viii)		(83,419)	(viii)		—			(198,970)	(viii)		(90,132)	(viii)		(193,821)	(iv)		110,226
Net Income (Loss) from Operations		11,148,190		(1,034,955)			(4,149,851)			(7,689,595)			224,553			(101,286)			(146,691)			(334,936)			(2,084,571)
Other income		824,219		—			—			—			—			—			(63,478)	(ix)		(103,942)	(v)		656,799
Other expense		(132,015)		7,224	(ix)		—			—			—			—			—			—			(124,791)
Net Income (Loss) before Income Taxes		11,840,394		(1,027,731)			(4,149,851)			(7,689,595)			224,553			(101,286)			(210,169)			(438,878)			(1,552,563)
Income tax benefit		2,076,254		—			—			—			—			—			—			—			2,076,254
Net Income (Loss)		13,916,648		(1,027,731)			(4,149,851)			(7,689,595)			224,553			(101,286)			(210,169)			(438,878)			523,691
Less: Net income attributable to Parkway Property noncontrolling interests		184,990		(184,990)	(x)		—			—			—			—			—			—			—
Less: Net income attributable to DST Entities		121,818		—			—			—			—			—			—			(121,818)	(vi)		—
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)		(122,290)	(vii)		14,387
Net Income Attributable to Medalist Common Shareholders	$	8,548,125	$	(517,696)		$	(2,549,253)		$	(4,723,718)		$	137,943		$	(62,220)		$	(129,107)		$	(194,770)		$	509,304

Earnings per common share - basic	$	5.95																						$	0.35
Weighted-average number of shares - basic		1,436,234																							1,436,234

Earnings per common share - diluted	$	4.74																							0.80
Weighted-average number of shares - diluted		1,804,846																							1,804,846

Dividends paid per common share	$	0.1350																						$	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.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025


			Pro Forma Adjustments - Dispositions (b)

	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 - Dispositions (b) (continued)
													Tesla Property -
	Franklin						Ashley						Sales of DST
	Square			Citibank			Plaza			Brookfield			Interests and			Pro Forma
	Property			Property			Property			Property			Deconsolidation			Year Ended
	Disposition			Disposition			Disposition			Disposition			(c)			December 31, 2025
	(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)	$	1,647,806
Total Revenue	$	(2,634,259)		$	(150,796)		$	(1,922,729)		$	(844,978)		$	(158,525)		$	1,647,806

OPERATING EXPENSES
Investment property operating expenses	$	(648,597)	(ii)	$	—		$	(596,885)	(ii)	$	(256,201)	(ii)	$	(544)	(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)		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			(3,119,268)
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			(3,836,230)
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			(3,854,670)
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)		(413,122)
Net (Loss) Income Attributable to Medalist Common Stockholders	$	(568,571)		$	(38,467)		$	(138,015)		$	(100,189)		$	203,544		$	(3,441,548)

Loss per share from operations - basic and diluted																$	(3.05)
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.

(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.

Source: View Original Filing on SEC EDGAR

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