When did MDRR close the acquisition and when are related financials expected?

Medalist Diversified, Inc. closed the acquisition on September 17, 2026. The company indicates that required financial statements and pro forma financial information for the acquisition will be filed by amendment no later than 71 days after the initial report’s required filing date.

Medalist Diversified buys $5.4M Texas auto site

Q: What property did Medalist Diversified, Inc. (MDRR) acquire in this 8-K?

Medalist Diversified, Inc. acquired a Caliber Collision Center property at 8600 Highway 377, Aubrey, Texas 76258, consisting of approximately 1.653 acres of land and an approximately 15,118 square foot automotive service building held through a Delaware statutory trust.

Q: How did MDRR fund the acquisition of the Caliber Collision property?

Medalist Diversified, Inc. funded the $5,404,864 acquisition of the Caliber Collision property entirely with its cash on hand. The company completed the purchase through a Delaware statutory trust formed specifically to acquire and hold title to the property.

Q: What is MDRR’s plan for the Delaware statutory trust that owns the property?

Medalist Diversified, Inc. expects to offer beneficial interests in the Delaware statutory trust to accredited investors in a private placement under Regulation D. The company states that proceeds will be used to redeem its beneficial interests in the DST for cash.

Q: Was the seller affiliated with Medalist Diversified, Inc. (MDRR)?

No. Medalist Diversified, Inc. states that the sale was based on arm’s length negotiations with an unaffiliated seller, NPH Ventures, LLC, a Delaware limited liability company acting as the seller in the transaction.

Medalist Diversified, Inc. has acquired a Texas Caliber Collision property for $5.4 million using cash and plans a Regulation D DST offering tied to the asset.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Medalist Diversified, Inc. (MDRR) closed the acquisition of an automotive service property on September 17, 2026. The property, a Caliber Collision Center located at 8600 Highway 377 in Aubrey, Texas, sits on approximately 1.653 acres with an approximately 15,118 square foot building.

The total purchase price was $5,404,864, funded entirely with the company’s cash on hand after arm’s length negotiations with an unaffiliated seller. The acquisition was completed through a Delaware statutory trust (DST), which was formed to acquire and hold title to the property. Medalist Diversified expects to offer beneficial interests in the DST to accredited investors in a private placement under Regulation D, with proceeds to be used to redeem the company’s beneficial interests for cash. The company plans to file required financial statements and related pro forma information for this acquisition by amendment within 71 days of the initial report’s required filing date.

Filing Explained

Although the acquisition agreement had been terminated on August 18, 2026, the company reinstated and amended it on September 3, 2026, before closing the acquisition on September 17, 2026.

8-K Event Classification

2 items: 2.01, 9.01

2 items

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

Purchase price: $5,404,864 Land size: 1.653 acres Building size: 15,118 square feet +2 more

5 metrics

Purchase price $5,404,864 Total price paid for the Caliber Collision property in Aubrey, Texas

Land size 1.653 acres Approximate land area of the acquired Caliber Collision property

Building size 15,118 square feet Approximate size of the automotive service building on the property

Filing deadline for acquisition financials 71 days Timeframe to file required financial statements and pro forma information by amendment

Acquisition closing date September 17, 2026 Date on which Medalist Diversified, Inc. closed the acquisition

Key Terms

Delaware statutory trust, accredited investors, Regulation D, forward-looking statements, +1 more

5 terms

Delaware statutory trust financial

"The Company completed the Acquisition through a 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.

accredited investors financial

"The Company expects to offer beneficial interests in the DST 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.

Regulation D regulatory

"in a private placement under Regulation D, the proceeds of which will be used"

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"

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.

pro forma financial information financial

"The pro forma financial information that is required to be filed"

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

FAQ

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

What property did Medalist Diversified, Inc. (MDRR) acquire in this 8-K?

Medalist Diversified, Inc. acquired a Caliber Collision Center property at 8600 Highway 377, Aubrey, Texas 76258, consisting of approximately 1.653 acres of land and an approximately 15,118 square foot automotive service building held through a Delaware statutory trust.

What was the purchase price of the acquired property for MDRR?

The total purchase price paid by Medalist Diversified, Inc. for the Caliber Collision property was $5,404,864. The transaction was based on arm’s length negotiations with an unaffiliated seller and was funded using the company’s cash on hand.

How did MDRR fund the acquisition of the Caliber Collision property?

Medalist Diversified, Inc. funded the $5,404,864 acquisition of the Caliber Collision property entirely with its cash on hand. The company completed the purchase through a Delaware statutory trust formed specifically to acquire and hold title to the property.

What is MDRR’s plan for the Delaware statutory trust that owns the property?

Medalist Diversified, Inc. expects to offer beneficial interests in the Delaware statutory trust to accredited investors in a private placement under Regulation D. The company states that proceeds will be used to redeem its beneficial interests in the DST for cash.

Was the seller affiliated with Medalist Diversified, Inc. (MDRR)?

No. Medalist Diversified, Inc. states that the sale was based on arm’s length negotiations with an unaffiliated seller, NPH Ventures, LLC, a Delaware limited liability company acting as the seller in the transaction.

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

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Available on EDGAR 09/18/2026 - 04:52 PM Accepted by SEC EDGAR 09/18/2026 - 04:51 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 18, 2026 (September 17, 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 2.01

Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Form 8-K filed on July 22, 2026 with the Securities and Exchange Commission (the “SEC”) by Medalist Diversified, Inc., a Maryland corporation (the “Company”), on July 21, 2026, the Company entered into a Purchase and Sale Agreement, as amended (the “Agreement”), with NPH Ventures, LLC, a Delaware limited liability company (the “Seller”), whereby the Company agreed to acquire (the “Acquisition”) a property located at 8600 Highway 377, Aubrey, Texas 76258, consisting of a Caliber Collision Center (the “Property”). The Property consists of approximately 1.653 acres of land with an approximately 15,118 square foot automotive service building, as more particularly described in Exhibit A to the Agreement. As also previously disclosed in the Form 8-K filed by the Company with the SEC on August 20, 2026, the Company terminated the Agreement on August 18, 2026. The Company reinstated and amended the Agreement on September 3, 2026.

On September 17, 2026, the Company closed on the Acquisition. The total purchase price paid for the Property was $5,404,864. The sale was based on arm’s length negotiations with an unaffiliated seller. The Acquisition was funded using the Company’s cash on hand.

The Company completed the Acquisition through a Delaware statutory trust (“DST”). The DST was 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.

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 offering of beneficial interests in the 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.

(a)

Financial statements of businesses acquired.

The financial statements that are required to be filed pursuant to this item will be filed by amendment not later than 71 days after the date on which this initial Form 8-K is required to be filed.

(b)

Pro forma financial information.

The pro forma financial information that is required to be filed pursuant to this item will be filed by amendment not later than 71 days after the date on which this initial Form 8-K is required to be filed.

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 18, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Medalist Diversified buys $5.4M Texas auto site

Rhea-AI Filing Summary

Positive

Negative