What financial profile does Medalist Diversified (MDRR) highlight for its sponsor business?

Medalist Diversified highlights operating with no corporate-level debt and an estimated $40 million in sponsor-level net asset value. The company reports under the Securities Exchange Act of 1934, is audited by Cherry Bekaert LLP, and is overseen by a five-member board, four of whom are independent.

Medalist Diversified unveils DST sponsor platform

Medalist Diversified, Inc. is launching a Delaware Statutory Trust (DST) sponsor platform through its wholly owned subsidiary, MDRR Sponsor TRS, LLC, targeting accredited 1031 exchange investors and their advisors.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Medalist Diversified, Inc. is launching a Delaware Statutory Trust (DST) sponsor platform through its wholly owned subsidiary, MDRR Sponsor TRS, LLC, targeting accredited 1031 exchange investors and their advisors. The platform emphasizes SEC-reporting transparency, independent board governance, and third-party due diligence on each offering.

The inaugural DST, MDRR XXV DST 1, holds a single-tenant, net-leased Tesla sales, service and delivery facility in Pensacola, Florida, a 45,461-square-foot property with service bays, Supercharger stations, and extensive parking. The offering uses approximately 47% loan-to-value fixed-rate financing, described as consistent with institutional underwriting standards.

Medalist focuses its DST strategy on commercial real estate leased to institutional tenants in the Southeast, mountain states, and California, with an approach centered on credit quality, long-term leases, and conservative leverage. The company reports having no corporate-level debt and an estimated $40 million in sponsor-level net asset value.

Insights

Medalist is formalizing a DST sponsor business anchored by a Tesla-leased asset.

Medalist Diversified is positioning DST sponsorship as a core business via MDRR Sponsor TRS, LLC, focusing on accredited 1031 exchange investors. The inaugural MDRR XXV DST 1 trust holds a Tesla-leased, single-tenant property in Pensacola with third-party due diligence completed.

The structure uses approximately 47% loan-to-value fixed-rate debt, described as consistent with institutional underwriting standards, aligning with the stated focus on conservative leverage and credit quality. Emphasis on institutional tenants and long-term leases fits common DST investor preferences.

The company highlights no corporate-level debt and an estimated sponsor-level net asset value of $40 million, which may support its role as an ongoing DST sponsor. Future DST offerings, geographic focus on the Southeast, mountain states, and California, and distribution growth through broker-dealers and advisors will shape how this platform scales over time.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Loan-to-value ratio: 47% loan-to-value Sponsor-level net asset value: $40 million Property size: 45,461 square feet +2 more

5 metrics

Loan-to-value ratio 47% loan-to-value Financing structure for MDRR XXV DST 1 Tesla-leased property

Sponsor-level net asset value $40 million Estimated sponsor-level NAV for Medalist Diversified, Inc.

Property size 45,461 square feet Tesla sales, service and delivery facility in Pensacola, Florida

Service bays 20 service bays Service capacity at the Tesla-leased DST property

Supercharger stations 8 Supercharger stations Charging infrastructure at the Tesla-leased Pensacola facility

Key Terms

Delaware Statutory Trust, 1031 exchange investors, loan-to-value, accredited investors, +2 more

6 terms

Delaware Statutory Trust financial

"today announced its Delaware Statutory Trust (“DST”) sponsor platform"

A Delaware statutory trust is a legal structure created under Delaware law that holds assets—often real estate or income-producing property—and issues shares of ownership to investors. It separates the assets and liabilities of the trust from individual investors, like a shared landlord that collects rent and pays expenses, and matters to investors because it can simplify ownership, limit personal liability, and make it easier to receive steady income or trade ownership stakes without managing properties directly.

1031 exchange investors financial

"provides a publicly-traded platform to accredited 1031 exchange investors and their advisors"

loan-to-value financial

"The offering is structured with approximately 47% loan-to-value financing"

Loan-to-value is the percentage that shows how large a loan is compared with the appraised value of the asset backing it, for example a house or other property. Investors care because a higher percentage means more of the asset’s value is borrowed — like buying a car with almost no down payment — which increases the chance of loss for lenders and can lead to higher interest rates, stricter terms, or greater risk for holders of related securities.

accredited investors financial

"MDRR XXV DST 1, is currently available only to accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Private Placement Memorandum financial

"Any offering of DST interests is made only through a confidential Private Placement Memorandum"

A private placement memorandum is a detailed written packet a company or fund gives to potential non-public investors when selling securities without a public offering. Think of it as a full product brochure and warning label combined: it explains the investment’s business plan, how the money will be used, fees, investor rights, and the main risks so an investor can judge expected returns and legal protections before committing money.

forward-looking statements regulatory

"This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What did Medalist Diversified (MDRR) announce in this 8-K?

Medalist Diversified announced a new Delaware Statutory Trust sponsor platform operated through its subsidiary MDRR Sponsor TRS, LLC. The platform targets accredited 1031 exchange investors, emphasizing SEC-reporting transparency, independent board governance, and third-party due diligence on each DST real estate offering.

What is MDRR XXV DST 1, Medalist Diversified’s inaugural DST offering?

MDRR XXV DST 1 is the inaugural DST offering holding a single-tenant, net-leased Tesla facility in Pensacola, Florida. The 45,461-square-foot property serves as a sales, service, and delivery hub, with service bays, Supercharger stations, and extensive parking for Tesla’s regional operations.

Who can invest in Medalist Diversified’s MDRR XXV DST 1 offering?

MDRR XXV DST 1 is available only to accredited investors through registered broker-dealers and registered investment advisors. Interests are offered via a confidential Private Placement Memorandum, and investors must verify accredited status and review detailed risks, terms, and projected distributions before investing.

How is the Tesla-leased DST property financed in the MDRR platform?

The Tesla-leased Pensacola DST property is financed with approximately 47% loan-to-value fixed-rate debt. Medalist states that coverage metrics align with institutional underwriting standards, supporting its stated focus on conservative leverage, long-term leases, and institutional-quality tenants for DST investors.

What markets and property types does Medalist Diversified’s DST strategy target?

The DST strategy targets single-tenant and multi-tenant commercial real estate leased to institutional tenants. Medalist focuses principally on properties in the Southeast, mountain states, and California, emphasizing credit quality, long-term lease structures, and capital discipline within its DST sponsor platform.

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

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Accepted by SEC EDGAR 05/06/2026 - 09:05 AM

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: May 6, 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 7.01	Regulation FD Disclosure.

On May 6, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information, including the press release, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
99.1		Press Release dated May 6, 2026
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: May 6, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

EXHIBIT 99.1

Medalist Diversified, Inc. (NASDAQ: MDRR) Announces DST Sponsor Platform; Inaugural Tesla-Leased Offering Available to Accredited 1031 Investors

Richmond-based public company positions DST sponsorship as a core strategy.

RICHMOND, Va. — May 6, 2026 — Medalist Diversified, Inc. (NASDAQ: MDRR) (“Medalist” or the “Company”) today announced its Delaware Statutory Trust (“DST”) sponsor platform, operated through its wholly-owned subsidiary, MDRR Sponsor TRS, LLC (the “Sponsor”). Medalist, through the Sponsor, provides a publicly-traded platform to accredited 1031 exchange investors and their advisors, featuring SEC-reporting transparency, independent board governance and third-party due diligence on every offering.

The DST platform’s inaugural offering, MDRR XXV DST 1, is currently available only to accredited investors through registered broker-dealers and registered investment advisors. The DST offering is structured around a single-tenant, net-leased sales, service and delivery facility in Pensacola, Florida, leased to Tesla, Inc. (NASDAQ: TSLA). Tesla is rated investment-grade by S&P Global Ratings.

MDRR XXV DST 1 has completed independent third-party due diligence through recognized industry service providers, including FactRight and Mountain Dell Consulting. The DST property is a 45,461-square-foot facility that serves as Tesla’s sales, service and delivery hub for Northwest Florida and Southern Alabama and includes 20+ service bays, eight Supercharger stations, and more than 150 parking spaces. The offering is structured with approximately 47% loan-to-value financing and includes fixed-rate debt with coverage metrics consistent with institutional underwriting standards.

“We believe that Medalist is building a publicly-traded sponsor platform where investors, advisors, and broker-dealer partners have clear visibility into the sponsor’s financials through our publicly available SEC filings,” said Brent Winn, Chief Financial Officer.

“We are focused on sourcing investments characterized by institutional quality tenants, long-term leases and conservative use of leverage. For example, the MDRR XXV DST 1 investment was structured with a 47% loan-to-value ratio. Our approach emphasizes credit quality, lease structure, and capital discipline as core elements of our investment process,” said Peter Elwell, Managing Director, DST Investments.

The Sponsor continues to develop its broker-dealer and registered investment advisor distribution network and plans to continue to focus its underwriting strategy on single-tenant and multi-tenant commercial real estate leased to institutional tenants, principally in the Southeast, mountain states, and California.

“MDRR XXV DST 1 is currently being offered through participating broker-dealer and advisor relationships as we continue to expand our distribution network. We aim to provide our partners with access to institutional real estate investments through a platform operated within a publicly traded company, with public disclosures available regarding our financial condition and governance,” said Ron Nielsen, Executive Vice President, Sponsor Operations.

Medalist Diversified, Inc. | www.medalistdst.com‌Page 1 of 2

About Medalist Diversified

Medalist Diversified, Inc. (NASDAQ: MDRR) is a publicly-traded real estate company headquartered in Richmond, Virginia. Medalist sponsors DST offerings through its wholly-owned subsidiary, MDRR Sponsor TRS, LLC, targeting commercial real estate leased to institutional tenants, principally in the Southeast, mountain states and California. The Company reports quarterly and annually under the Securities Exchange Act of 1934, is audited by Cherry Bekaert LLP, and is overseen by a five-member board of directors, four of whom are independent. Medalist currently operates with no corporate-level debt and an estimated $40 million in sponsor-level net asset value. For more information, visit www.medalistdst.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s DST sponsor platform, planned and future offerings, 2026 pipeline, targeted capital raise, and target launch timelines. Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied, including, without limitation, market conditions, tenant credit and performance, availability of acquisition opportunities, interest rates, regulatory developments, and investor demand. Medalist undertakes no obligation to update forward-looking statements. Investors should review the risks discussed in the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.

This announcement is not an offer to sell or a solicitation of an offer to buy any security. Any offering of DST interests is made only through a confidential Private Placement Memorandum provided to accredited investors who meet certain requirements and is subject to the risks and terms set forth therein. Prospective investors will be required to verify their accredited investor status in accordance with applicable securities laws. DST investments involve a high degree of risk, they are speculative, illiquid, and subject to risk of loss, including loss of principal and are not suitable for all investors. Projected distributions and other performance metrics are targets only, are based on assumptions set forth in the Private Placement Memorandum and are not guaranteed. Prospective investors should consult qualified legal, tax, and financial advisors before investing. The information set forth herein is qualified in its entirety by the Private Placement Memorandum. All prospective investors must read the Private Placement Memorandum and no person may invest without acknowledging receipt and complete review of the Private Placement Memorandum.

Media Contact

Ron Nielsen, Executive Vice President, Sponsor Operations

Medalist Diversified, Inc. | rnielsen@medalistdst.com

Investor Contact

Brent Winn, Jr., Chief Financial Officer

Medalist Diversified, Inc.

# # #

Medalist Diversified, Inc. | www.medalistdst.com‌Page 2 of 2

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 16.5 KB

Medalist Diversified unveils DST sponsor platform

Rhea-AI Filing Summary

Positive

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