Medalist Diversified (MDRR) signs $5.8M deal for Kansas auto service property

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Medalist Diversified, Inc. has agreed to acquire a commercial property at 14939 Metcalf Avenue in Overland Park, Kansas. The site includes about 1.64 acres of land with an approximately 16,100 square foot automotive service building. The total purchase price is $5,800,000, payable at closing, with an $150,000 earnest money deposit due within three business days of the June 8, 2026 effective date. The deal is expected to close within 45 days, but remains subject to multiple closing conditions and the deposit may be forfeited in certain circumstances.

The company plans to assign the agreement to a newly formed Delaware statutory trust, which will acquire and hold title to the property. Medalist Diversified expects to offer beneficial interests in the trust to accredited investors in a private placement under Regulation D, using the proceeds to redeem its own beneficial interests for cash.

Insights

Medalist Diversified signs a $5.8M deal for a single-tenant auto service property via a DST structure.

Medalist Diversified, Inc. agreed to buy a Kansas automotive service property for $5,800,000, with an $150,000 earnest money deposit due shortly after the June 8, 2026 effective date. The property spans about 1.64 acres and includes an approximately 16,100 square foot building, fitting a net-lease style profile.

The company plans to assign the agreement to a Delaware statutory trust and then privately place beneficial interests under Regulation D, with proceeds used to redeem the company’s interests for cash. The transaction is expected to close within 45 days but remains subject to customary conditions, and in some scenarios the deposit may not be returned, so completion and economics depend on successful closing and capital raising.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Purchase price: $5,800,000 Earnest money deposit: $150,000 Land size: 1.64 acres +3 more

6 metrics

Purchase price $5,800,000 Total consideration for Kansas property

Earnest money deposit $150,000 Due within three business days of June 8, 2026

Land size 1.64 acres Property at 14939 Metcalf Avenue, Overland Park, Kansas

Building size 16,100 square feet Automotive service building on the property

Expected closing period 45 days Anticipated time to close acquisition after effective date

Effective date of Agreement June 8, 2026 Purchase and Sale Agreement date

Key Terms

Purchase and Sale Agreement, earnest money deposit, Delaware statutory trust, Regulation D, +1 more

5 terms

Purchase and Sale Agreement financial

"entered into a Purchase and Sale Agreement (the “Agreement”), a copy of which is filed as Exhibit 10.1"

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 Company is required to make an earnest money deposit of $150,000 (“Deposit”)"

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.

Delaware statutory trust financial

"assign its interests in the Agreement to a to-be-formed Delaware statutory trust (“DST”)"

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.

Regulation D regulatory

"offer beneficial interests in the DST to accredited investors in a private placement under Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

forward-looking statements regulatory

"contains statements that are “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.

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

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

FAQ

What property is Medalist Diversified (MDRR) planning to acquire in Kansas?

Medalist Diversified plans to acquire a property at 14939 Metcalf Avenue in Overland Park, Kansas, consisting of about 1.64 acres with an approximately 16,100 square foot automotive service building, under a Purchase and Sale Agreement dated June 8, 2026.

How much is Medalist Diversified (MDRR) paying for the Overland Park property?

The company agreed to pay total consideration of $5,800,000 for the Overland Park automotive service property. This amount is subject to prorations and adjustments described in the Purchase and Sale Agreement and will be paid to the seller at closing, assuming all conditions are satisfied.

What earnest money deposit is required under Medalist Diversified’s purchase agreement?

The agreement requires Medalist Diversified to make an earnest money deposit of $150,000 within three business days of the June 8, 2026 effective date. Under certain conditions described in the agreement, this deposit may not be returned to the company if the transaction does not close.

When is the acquisition by Medalist Diversified (MDRR) expected to close?

The acquisition is expected to close within 45 days of the June 8, 2026 effective date. However, the closing remains subject to various conditions, and the company notes there is no assurance the transaction will be completed on the general terms described or at all.

How does Medalist Diversified plan to finance the Kansas property acquisition?

The company intends to assign the purchase agreement to a newly formed Delaware statutory trust, which will acquire and hold the property. Medalist Diversified expects to offer beneficial interests in the trust to accredited investors in a Regulation D private placement and use proceeds to redeem its own beneficial interests for cash.

What is the role of the Delaware statutory trust in Medalist Diversified’s structure?

A to-be-formed Delaware statutory trust will acquire and hold legal title to the property. Medalist Diversified plans to initially hold beneficial interests, then sell beneficial interests to accredited investors in a private placement, using the resulting cash to redeem the company’s beneficial interests.

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 9, 2026 (June 8, 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 8, 2026, (the “Effective Date”), Medalist Diversified, Inc. a Maryland corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”), a copy of which is filed as Exhibit 10.1 hereto, with 14939 Metcalf Ave., LLC, a Texas limited liability company (the “Seller”), whereby the Company agreed to acquire (the “Acquisition”) a property located at 14939 Metcalf Avenue, Overland Park, Kansas, consisting of approximately 1.64 acres of land with an approximately 16,100 share foot automotive service building and more particularly described in Exhibit A to the Agreement (the “Property”). The total consideration for the Property is $5,800,000 (the “Consideration”), subject to the prorations and adjustments described in the Agreement. The Consideration is to be paid by the Company to the Seller at Closing (as that term is defined in the Agreement). The Company is required to make an earnest money deposit of $150,000 (“Deposit”) within three business days of the Effective Date.

The 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 Company will complete the transaction on the general terms described above or at all. Under certain conditions the Deposit may not be returned to the Company.

The Company intends to assign its interests in the Agreement to a to-be-formed Delaware statutory trust (“DST”) and to complete the Acquisition through the DST. The DST will be formed to acquire and hold title to the Property. The Company expects to offer beneficial interests in the DST to accredited investors in a private placement under Regulation D, the proceeds of which will be used to redeem the Company’s beneficial interests for cash.

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

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are not historical and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate, “may,” “will,” “should” and “could” and include statements about the closing of the Acquisition and the contribution of the Property to a DST. Forward-looking statements are based upon the Company’s present expectations but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, adverse changes in the pricing of the Company’s assets, increased costs of, and reduced availability of, capital and those included in the Company’s most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit No.		Description
10.1		Purchase and Sale Agreement, dated as of June 8, 2026, by and between 14939 Metcalf Ave., LLC and Medalist Diversified, Inc.
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 9, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 288.2 KB

Medalist Diversified (MDRR) signs $5.8M deal for Kansas auto service property

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