Medalist Diversified cancels two Texas property buys

Q: Which agreements did MDRR terminate according to this 8-K filing?

MDRR terminated the Denton Agreement and the Johnson Agreement, each a Purchase and Sale Agreement with NPH Ventures, LLC for separate Caliber Collision Center properties in Texas. Both were cancelled during the inspection period under Section 1.04 of the agreements.

Q: Who was the seller in MDRR’s terminated Texas property transactions?

The seller in both terminated transactions was NPH Ventures, LLC, a Delaware limited liability company. MDRR had entered into separate Purchase and Sale Agreements with this seller for Caliber Collision Center properties in Aubrey and Cleburne, Texas.

Medalist Diversified, Inc. (MDRR) reported that it has terminated two previously announced Purchase and Sale Agreements with NPH Ventures, LLC to acquire Caliber Collision Center properties in Aubrey and Cleburne, Texas.

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Medalist Diversified, Inc. (MDRR) reported that it has terminated two previously announced Purchase and Sale Agreements with NPH Ventures, LLC to acquire Caliber Collision Center properties in Aubrey and Cleburne, Texas. The company had agreed to purchase the properties under the Denton Agreement and the Johnson Agreement signed on July 21, 2026.

On August 18, 2026, Medalist Diversified, Inc. exercised its contractual right to terminate both agreements during the inspection period under Section 1.04 of each agreement. As a result, the earnest money deposits that had been paid in connection with these proposed acquisitions will be refunded to the company.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Key Figures

Agreement date: July 21, 2026 Termination date: August 18, 2026 Report date: August 20, 2026

3 metrics

Agreement date July 21, 2026 Date Medalist Diversified, Inc. entered into the Denton and Johnson Purchase and Sale Agreements

Termination date August 18, 2026 Date the company exercised its right to terminate both Purchase and Sale Agreements during the inspection period

Report date August 20, 2026 Date of the current report signed by the Chief Financial Officer

Key Terms

Purchase and Sale Agreement, inspection period, earnest money deposits, incorporated by reference

4 terms

Purchase and Sale Agreement financial

"the Company entered into (i) a Purchase and Sale Agreement (the “Denton Agreement”)"

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.

inspection period financial

"the Company exercised its right to terminate each of the Denton Agreement and the Johnson Agreement during the inspection period"

A scheduled window of time in a transaction during which one party is allowed to examine a company’s books, contracts, facilities, legal compliance and other records before the deal closes. Like a test drive before buying a car, the inspection period gives the buyer a chance to uncover problems, verify value and negotiate fixes; its results can change the price, delay or even cancel a deal, so it directly affects investor risk and timing.

earnest money deposits financial

"the funds deposited by the Company as earnest money deposits will be refunded"

A sum of money a potential buyer puts down to show earnest intent when agreeing to buy an asset or company. The deposit is usually held by a neutral third party (escrow) and can be applied to the purchase price, returned, or kept as compensation if the buyer breaches the deal; its size and refund terms signal how much of the deal’s risk or commitment is being pledged up front.

incorporated by reference regulatory

"and are incorporated by reference herein"

FAQ

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

What did MDRR disclose about the Texas property acquisitions in this 8-K?

MDRR disclosed that it terminated two Purchase and Sale Agreements to acquire Caliber Collision Center properties in Aubrey and Cleburne, Texas, after exercising its right to cancel during the inspection period. The company stated that its earnest money deposits will be refunded.

Which agreements did MDRR terminate according to this 8-K filing?

MDRR terminated the Denton Agreement and the Johnson Agreement, each a Purchase and Sale Agreement with NPH Ventures, LLC for separate Caliber Collision Center properties in Texas. Both were cancelled during the inspection period under Section 1.04 of the agreements.

When did MDRR decide to terminate the Denton and Johnson Agreements?

MDRR exercised its right to terminate the Denton Agreement and the Johnson Agreement on August 18, 2026, during the inspection period, as allowed under Section 1.04 of each Purchase and Sale Agreement.

What happens to MDRR’s earnest money deposits after terminating the agreements?

Under the terms of the Denton Agreement and Johnson Agreement, the earnest money deposits that MDRR had paid in connection with the proposed property acquisitions will be refunded to the company following the terminations.

Who was the seller in MDRR’s terminated Texas property transactions?

The seller in both terminated transactions was NPH Ventures, LLC, a Delaware limited liability company. MDRR had entered into separate Purchase and Sale Agreements with this seller for Caliber Collision Center properties in Aubrey and Cleburne, Texas.

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

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Accepted by SEC EDGAR 08/20/2026 - 04:05 PM EDT

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): August 20, 2026 (August 18, 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 1.02	Termination of a Material Definitive Agreement

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2026 by Medalist Diversified, Inc., a Maryland corporation (the “Company”), on July 21, 2026 the Company entered into (i) a Purchase and Sale Agreement (the “Denton Agreement”), with NPH Ventures, LLC a Delaware limited liability company (the “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 Denton Agreement and (ii) a Purchase and Sale Agreement (the “Johnson Agreement”), with the Seller, whereby the Company agreed to acquire a property located at 282 South Colonial Drive, Cleburne, Texas 76033, consisting of a Caliber Collision Center and more particularly described in Exhibit A to the Johnson Agreement.

On August 18, 2026, the Company exercised its right to terminate each of the Denton Agreement and the Johnson Agreement during the inspection period, as provided for in Section 1.04 of each agreement. As a result, under the terms of the Denton Agreement and the Johnson Agreement, the funds deposited by the Company as earnest money deposits will be refunded.

The Denton Agreement and the Johnson Agreement were filed as Exhibit 10.1 and Exhibit 10.2, respectively, to the Company’s Current Report on 8-K filed on July 22, 2026 and are incorporated by reference herein.

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: August 20, 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