What is Medalist Diversified’s (MDRR) pro forma earnings per share after the transactions?

For the three months ended March 31, 2026, pro forma basic income per share from operations is $0.82 , compared with $7.01 on a historical basis. For 2025, the pro forma basic and diluted loss per share from operations is $(2.96) .

Medalist Diversified (MDRR) cuts debt with $16.3M Ashley Plaza sale and multiple dispositions

Q: What property did Medalist Diversified (MDRR) sell in the July 31, 2026 transaction?

Medalist Diversified completed the disposition of the Ashley Plaza Property on July 31, 2026 for a $16,275,000 total sales price. The buyer was an unaffiliated purchaser, and the related mortgage on the property was defeased and retired using sale proceeds.

Q: Which other major properties has Medalist Diversified (MDRR) recently sold?

Recent sales include the Salisbury Property ( $9,930,000 ), Buffalo Wild Wings and United Rentals Properties ( $5,299,500 combined), the Greenbrier Property ( $11,000,000 ), the Parkway Property ( $7,825,000 ), the Franklin Square Property ( $24,100,000 ) and the Citibank Property ( $2,150,000 ).

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Medalist Diversified, Inc. completed the sale of the Ashley Plaza Property for $16,275,000, following an earlier agreement for this 164,012 square foot retail center. Proceeds were used to defease and retire the mortgage secured by the asset, and the transaction was negotiated with an unaffiliated purchaser.

The company has recently executed seven property dispositions, including the Salisbury Property ($9,930,000 sale; about $4.45 million net cash after repaying roughly $5.145 million of debt), the Buffalo Wild Wings and United Rentals Properties ($5,299,500 combined), the Greenbrier Property ($11,000,000 sale; $7,000,000 of debt repaid), the Parkway Property ($7,825,000 sale; $4,735,614 of debt repaid), the Franklin Square Property ($24,100,000 sale; $12,954,175 of debt repaid) and the Citibank Property ($2,150,000 sale). In addition, it sold 84.72% of the Class 1 beneficial interests in XXV DST 1 (Tesla Pensacola Property), receiving about $6,777,444 net cash and deconsolidating that entity.

Pro forma as of March 31, 2026, cash and cash equivalents increase to $21,127,372, mortgages payable decline to $9,158,326, total liabilities fall to $11,159,838, and total equity rises to $44,397,614. For the three months ended March 31, 2026, pro forma net income attributable to common shareholders is $1,045,323 (basic income per share $0.82), while for 2025 pro forma net loss attributable to common shareholders is $3,341,362 (loss per share $2.96), reflecting the removal of income and expenses from the disposed and deconsolidated properties.

Positive

Debt reduction and stronger balance sheet: Pro forma mortgages payable drop from $19,196,937 to $9,158,326, while total liabilities fall to $11,159,838 and total equity increases to $44,397,614, indicating substantial deleveraging funded by property sales.

Negative

Lower ongoing earnings after asset sales: Pro forma net income attributable to common shareholders for Q1 2026 is $1,045,323 versus historical $8,966,809, and the 2025 pro forma net loss widens to $3,341,362 (loss per share $2.96), reflecting reduced contribution from sold properties.

Filing Explained

The attached pro forma figures are completed-transaction illustrations as of March 31, 2026, not forecasts. The company assumes the dispositions and deconsolidation occurred then, and the related operating adjustments occurred on January 1, 2026 or January 1, 2025; it says the results may not reflect future or actual results.

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, and exhibit attachments filed with this report.

Key Figures

Ashley Plaza sale price: $16,275,000 Franklin Square sale price: $24,100,000 Debt repaid on Franklin Square mortgage: $12,954,175 +5 more

8 metrics

Ashley Plaza sale price $16,275,000 Total sales price received for the Ashley Plaza Property on July 31, 2026

Franklin Square sale price $24,100,000 Total sales price received for the Franklin Square Property disposition

Debt repaid on Franklin Square mortgage $12,954,175 Proceeds used to fully repay the mortgage loan collateralized by Franklin Square Property

Net cash from Tesla Pensacola DST interests $6,777,444 Net cash proceeds from sale of 84.72% of Class 1 beneficial interests in XXV DST 1

Pro forma cash and cash equivalents $21,127,372 Cash and cash equivalents on pro forma consolidated balance sheet as of March 31, 2026

Pro forma mortgages payable $9,158,326 Mortgages payable, net, after dispositions and deconsolidation as of March 31, 2026

Q1 2026 pro forma net income to common $1,045,323 Net income attributable to Medalist common shareholders for three months ended March 31, 2026, pro forma

2025 pro forma net loss to common $3,341,362 Net loss attributable to Medalist common shareholders for year ended December 31, 2025, pro forma

Key Terms

defease, Deconsolidation, unaudited pro forma consolidated financial statements, mandatorily redeemable preferred stock, +1 more

5 terms

defease financial

"used proceeds from the sale of the Ashley Plaza 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.

Deconsolidation financial

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

Deconsolidation occurs when a company stops combining another business’s financial results and balances with its own—usually because it no longer controls that business. For investors this matters because it can suddenly shrink reported revenue, assets, debt and profit, or create a one‑time gain or loss, changing how risky or profitable the remaining company appears; think of it like removing a roommate from a shared household budget and seeing your monthly totals change.

unaudited pro forma consolidated financial statements financial

"MEDALIST DIVERSIFIED, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS"

mandatorily redeemable preferred stock financial

"Loss on redemption of mandatorily redeemable preferred stock"

mortgages payable, net financial

"Mortgages payable, net | $ | 19,196,937 | ... | $ | 9,158,326"

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Available on EDGAR 08/05/2026 - 08:31 AM Accepted by SEC EDGAR 08/05/2026 - 08:30 AM

FAQ

What property did Medalist Diversified (MDRR) sell in the July 31, 2026 transaction?

Medalist Diversified completed the disposition of the Ashley Plaza Property on July 31, 2026 for a $16,275,000 total sales price. The buyer was an unaffiliated purchaser, and the related mortgage on the property was defeased and retired using sale proceeds.

How much debt did Medalist Diversified (MDRR) pay down through recent property sales?

The company used disposition proceeds to repay several mortgages, including $5.145 million on the Salisbury Property, $7,000,000 on the Greenbrier Property, $4,735,614 on the Parkway Property and $12,954,175 on the Franklin Square Property, materially reducing secured debt balances.

What cash did Medalist Diversified (MDRR) receive from the Tesla Pensacola DST sale?

From selling 84.72% of the Class 1 beneficial interests in XXV DST 1, which owns the Tesla Pensacola Property, the company received approximately $6,777,444 in net cash proceeds. This transaction triggered deconsolidation of the DST’s assets and liabilities from the condensed consolidated financial statements.

How did the asset dispositions affect MDRR’s pro forma balance sheet as of March 31, 2026?

On a pro forma basis, cash and cash equivalents increase to $21,127,372, total assets decline to $55,557,452, total liabilities fall to $11,159,838, and total equity rises to $44,397,614, reflecting both property sales and the DST deconsolidation.

Which other major properties has Medalist Diversified (MDRR) recently sold?

Recent sales include the Salisbury Property ($9,930,000), Buffalo Wild Wings and United Rentals Properties ($5,299,500 combined), the Greenbrier Property ($11,000,000), the Parkway Property ($7,825,000), the Franklin Square Property ($24,100,000) and the Citibank Property ($2,150,000).

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 5, 2026 (July 31, 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 with the Securities and Exchange Commission by Medalist Diversified, Inc., a Maryland corporation (the “Company”) on February 4, 2026, on February 3, 2026, MDR Ashley Plaza, LLC, a Delaware limited liability company (the “Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Agreement”), with HPX Goldsboro Ashley Center LLC, a Delaware limited liability company (the “Purchaser”), whereby the Purchaser agreed to acquire from the Seller the Ashley Plaza Shopping Center, a 164,012 square foot retail property located in Goldsboro, North Carolina (the “Ashley Plaza Property”).

On July 31, 2026, the Company closed on the sale of the Ashley Plaza Property (the “Disposition”). The total sales price of the Ashley Plaza Property was $16,275,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $10,060,697 from the proceeds from the sale of the Ashley Plaza Property to defease and retire its obligations under the mortgage loan secured by the Ashley Plaza Property.

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 was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on March 6, 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 March 31, 2026.

Notes to Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2026.

Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2026

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 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
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: August 5, 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 March 31, 2026

and

Unaudited Pro Forma Consolidated Statements of Operations for the

three months ended March 31, 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 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 31, 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, Gastonia, 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.

Collectively, the seven disposition transactions are referenced herein as the “Dispositions.”

On June 20, 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”). The Company has received approximately $6,777,444 in net cash proceeds from the sale of 84.72% of the Class 1 beneficial interests in XXV DST 1.

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 March 31, 2026 (unaudited), the condensed consolidated statement of operations of Medalist Diversified, Inc. and Subsidiaries for the three months ended March 31, 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 March 31, 2026 has been prepared to give effect to the sale of the Citibank and the Ashley Plaza Properties, and the Deconsolidation of the XXV DST 1 entity as if these transactions had occurred on March 31, 2026.

The following unaudited pro forma consolidated statement of operations for the three months ended March 31, 2026 has been prepared to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank, and Ashley Plaza 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 year ended December 31, 2025 has been prepared to give effect to the to the sale of the Salisbury, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier, Franklin Square, Citibank, and Ashley Plaza 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 had been consummated as of the date indicated.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of March 31, 2026


			Pro Forma Adjustments - Dispositions (b)
									Tesla Property -
									Sales of DST
									Interests and
	Historical		Citibank			Ashley Plaza			Deconsolidation			Pro Forma
	March 31, 2026 (a)		Property			Property			(c)			March 31, 2026
	(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
ASSETS
Investment properties, net	$	25,448,825	$	—		$	—		$	—		$	25,448,825
Cash and cash equivalents		8,604,528		2,077,057	(i)		5,745,400	(i)		6,777,444	(i)		21,127,372
Restricted cash		830,737		—			—			—			830,737
Investment in marketable securities		12,416,668		—			—			—			12,416,668
Rent and other receivables, net of allowance		323,688		—			—			—			323,688
Assets held for sale		15,375,555		(2,158,091)	(ii)		(11,736,710)	(ii)		(14,978,188)	(ii)		(11,339,343)
Equity investment		—		—			—			1,312,047	(iii)		1,312,047
Unbilled rent		619,952		(39,523)	(iii)		(231,733)	(iii)		(152,765)	(iv)		235,454
Intangible lease assets, net		1,174,129		—			—			—			1,174,129
Other intangible assets		423,352		—			—			—			423,352
Deferred tax assets, net		2,550,596		—			—			—			2,550,596
Other assets		1,155,757		—			(101,830)	(iv)		—			1,053,927
Total Assets	$	68,923,787	$	(120,557)		$	(6,324,873)		$	(7,041,462)		$	55,557,452

LIABILITIES
Accounts payable and accrued liabilities	$	1,124,848	$	—		$	—		$	—		$	1,124,848
Liabilities associated with assets held for sale		7,961,567		(71,091)	(v)		—			(7,505,754)	(v)		455,813
Intangible lease liabilities, net		754,472		—			(333,621)	(v)		—			420,851
Mortgages payable, net		19,196,937		—			(10,038,611)	(v)		—			9,158,326
Total Liabilities	$	29,037,824	$	(71,091)		$	(10,372,232)		$	(7,505,754)		$	11,159,838

EQUITY
Common stock	$	14,285	$	—		$	—		$	—		$	14,285
Additional paid-in capital		55,940,486		—			—			—			55,940,486
Offering costs		(3,782,521)		—			—			—			(3,782,521)
Accumulated deficit		(29,869,847)		(49,466)	(vi)		4,047,359	(vi)		464,292	(vi)		(25,358,196)
Total Stockholders' Equity		22,302,403		(49,466)			4,047,359			464,292			26,814,054
Noncontrolling interests - Parkway Property		8,490		—			—			—			8,490
Noncontrolling interests - DST Entities		2,136,562		—			—			—			2,136,562
Noncontrolling interests - Operating Partnership		15,438,508		—			—			—			15,438,508
Total Equity	$	39,885,963	$	(49,466)		$	4,047,359		$	464,292		$	44,397,614
Total Liabilities and Equity	$	68,923,787	$	(120,557)		$	(6,324,873)		$	(7,041,462)		$	55,557,452

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2026

Notes to unaudited pro forma consolidated balance sheet as of March 31, 2026

(a)

Historical financial information was derived from the condensed consolidated balance sheet of the Company as of March 31, 2026 (unaudited).

(b)

Adjustments to give effect to the sale of the Citibank and Ashley Plaza Properties as if each disposition had occurred on March 31, 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, if applicable.

(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.

(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.

(ii)

Represents the mortgages held for sale and intangible liabilities held for sale that were retired at closing. For the Ashley Plaza Property, mortgages and intangible liabilities had not been reclassified to held for sale status as of March 31, 2026.

(v)

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.

(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 March 31, 2026.

(i)

The Company has received approximately $6,777,444 in net cash proceeds from the sale of 84.72% of the Class 1 beneficial interests in XXV DST 1.

(ii)

Represents the book value of the assets, 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, removed from the Company’s condensed consolidated balance sheet as a result of the deconsolidation of the XXV DST 1 entity.

(iii)

Represents the fair market value of the Company’s remaining 15.28% beneficial ownership in the XXV DST 1 entity.

(iv)

Represents the amount of unbilled rent resulting from recording rent revenue on a straight line basis removed from the Company’s condensed consolidated balance sheet as a result of the deconsolidation of the XXV DST 1 entity.

(v)

Represents the mortgages held for sale and intangible liabilities held for sale removed from the Company’s condensed consolidated balance sheet as a result of the deconsolidation of the XXV DST 1 entity.

(vi)

Represents the revenues recognized as a result of the deconsolidation.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the three months ended March 31, 2026


			Pro Forma Adjustments - Dispositions (b)
	Historical																	Tesla Property
	Three Months																	Sales of DST			Pro Forma
	Ended																	Interests and			Three Months
	March 31, 2026		Parkway			Greenbrier			Franklin Square			Citibank			Ashley Plaza			Deconsolidation			Ended
	(a)		Property			Property			Property			Property			Property			(c)			March 31, 2026
	(unaudited)		(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE
Investment property revenues	$	2,159,265	$	(140,928)	(i)	$	(140,091)	(i)	$	(635,357)	(i)	$	(37,700)	(i)	$	(439,253)	(i)	$	(264,974)	(i)	$	500,962
Total Revenue	$	2,159,265	$	(140,928)		$	(140,091)		$	(635,357)		$	(37,700)		$	(439,253)		$	(264,974)		$	500,962

OPERATING EXPENSES
Investment property operating expenses	$	641,264	$	(53,860)	(ii)	$	(37,823)	(ii)	$	(191,762)	(ii)	$	—		$	(144,350)	(ii)	$	(110)	(ii)	$	213,359
DST sponsorship program expenses		222,896		—			—			—			—			—			—			222,896
Share based compensation expenses		224,220		—			—			—			—			—			—			224,220
Legal, accounting and other professional fees		415,779		—			—			—			—			—			—			415,779
Corporate general and administrative expenses		348,189		—			—			—			—			—			—			348,189
Depreciation and amortization		488,770		—			—			(59,271)	(iii)		(20,178)	(iii)		(166,211)	(iii)		—	(iii)		243,110
Total Operating Expenses		2,341,118		(53,860)			(37,823)			(251,033)			(20,178)			(310,561)			(110)			1,667,553
Gain on disposal of investment properties		12,850,227		(1,040,870)	(iv)		(4,228,612)	(iv)		(7,580,745)	(iv)		—			—			—			—
Loss on extinguishment of debt		(372,340)		64,320	(v)		112,203	(v)		195,817	(v)		—			—			—			—
Operating Income (Loss)		12,296,034		(1,063,618)			(4,218,677)			(7,769,252)			(17,522)			(128,692)			(264,864)			(1,166,591)
Interest expense		456,095		(37,845)	(vi)		(39,414)	(vi)		(83,419)	(vi)		—			(99,977)	(vi)		(96,375)	(iv)		99,065
Net Income (Loss) from Operations		11,839,939		(1,025,773)			(4,179,263)			(7,685,833)			(17,522)			(28,715)			(168,489)			(1,265,656)
Other income		275,815		—			—			—			—			—			(34,441)	(v)		241,374
Other expense		(71,627)		7,224	(vii)		—			—			—			—			—			(64,403)
Net Income (Loss) before Income Taxes		12,044,127		(1,018,549)			(4,179,263)			(7,685,833)			(17,522)			(28,715)			(202,930)			(1,088,685)
Income tax benefit		2,078,642		—			—			—			—			—			—			2,078,642
Net Income (Loss)		14,122,769		(1,018,549)			(4,179,263)			(7,685,833)			(17,522)			(28,715)			(202,930)			989,957
Less: Net income attributable to Parkway Property noncontrolling interests		183,338		(183,338)	(viii)		—			—			—			—			—			—
Less: Net income attributable to DST Entities		43,827		—			—			—			—			—			(43,827)	(vi)		—
Less: Net income attributable to Operating Partnership noncontrolling interests		4,928,795		(322,558)	(ix)		(1,614,031)	(ix)		(2,968,269)	(ix)		(6,767)	(ix)		(11,090)	(ix)		(61,446)	(vii)		(55,366)
Net Income Attributable to Medalist Common Shareholders	$	8,966,809	$	(512,653)		$	(2,565,232)		$	(4,717,564)		$	(10,755)		$	(17,625)		$	(97,657)		$	1,045,323

Income per share from operations - basic	$	7.01																			$	0.82
Weighted-average number of shares - basic		1,279,523																				1,279,523

Income per share from operations - diluted	$	4.85																				0.69
Weighted-average number of shares - diluted		1,848,135																				1,848,135

Dividends paid per common share	$	0.0675																			$	0.0675

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Notes to unaudited pro forma consolidated statement of operations for the three months ended March 31, 2026

(a)

Historical financial information was derived from the condensed consolidated statement of operations of the Company for the three months ended March 31, 2026 (unaudited).

(b)

Adjustments to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank and Ashley Plaza Properties as if the dispositions had occurred on January 1, 2026.

(i)

Represents the investment property revenues recognized during the three months ended March 31, 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 three months ended March 31, 2026.

(iii)

Represents the depreciation and amortization expenses recorded during the three months ended March 31, 2026.

(iv)

Represents the gain on disposition of investment properties recorded during the three months ended March 31, 2026.

(v)

Represents the loss on extinguishment of debt recorded during the three months ended March 31, 2026.

(vi)

Represents the interest expense incurred on the related mortgages recorded during the three months ended March 31, 2026.

(vii)

Represents the other expense recorded during the three months ended March 31, 2026.

(viii)

Represents the noncontrolling owner’s 18.0% share of the Parkway Property’s net income recorded for the three months ended March 31, 2026.

(ix)

Represents the Operating Partnership’s pro forma 38.62% weighted average noncontrolling ownership interest’s share of the net income recorded for the three months ended March 31, 2026.

(c)

(i)

Represents the investment property revenues recognized during the three months ended March 31, 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 three months ended March 31, 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 three months ended March 31, 2026.

(v)

Represents the other income recorded during the three months ended March 31, 2026.

(vi)

Represents the noncontrolling owner’s 21.6% share of the XXV DST 1 entity’s net income recorded for the three months ended March 31, 2026.

(vii)

Represents the Operating Partnership’s pro forma 38.62% weighted average noncontrolling ownership interest’s share of the net income recorded for the three months ended March 31, 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		—	(iv)		—			—			—			(3,400)	(iv)
Impairment of assets held for sale		662,394		—	(v)		(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		—	(x)		—			—			—			—
Other expense		(224,777)		—			—			—			90,166			—
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		—	(xi)		—			—			(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 Shareholders	$	(2,388,837)	$	(471,873)		$	81,293		$	205,889		$	(2,594)		$	(223,728)

Loss per share from operations - basic and diluted	$	(2.118)
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			Interests and			Pro Forma
	Property			Property			Property			Deconsolidation			Year Ended
	Disposition			Disposition			Disposition			(c)			December 31, 2025
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE
Investment property revenues	$	(2,634,259)	(i)	$	(150,796)	(i)	$	(1,922,729)	(i)	$	(158,525)	(i)	$	2,492,784
Total Revenue	$	(2,634,259)		$	(150,796)		$	(1,922,729)		$	(158,525)		$	2,492,784

OPERATING EXPENSES
Investment property operating expenses	$	(648,597)	(ii)	$	—		$	(596,885)	(ii)	$	(544)	(ii)	$	852,428
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
Impairment of assets held for sale		—			—			—			—			120,000
Depreciation and amortization		(678,496)	(vi)		(80,715)	(vi)		(657,770)	(vi)		—	(iii)		992,683
Total Operating Expenses		(1,384,050)			(80,715)			(1,260,355)			(544)			5,248,605
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)			221,582			(2,765,196)
Interest expense		(535,041)	(ix)		—			(410,934)	(ix)		(58,896)	(v)		903,507
Net (Loss) Income from Operations		(715,168)			(70,081)			(251,440)			280,478			(3,668,703)
Other income		(320,670)	(x)		—			—			(242)	(vi)		40,586
Other expense		—			—			—			90,585	(vii)		(44,026)
Net (Loss) Income		(1,035,838)			(70,081)			(251,440)			370,821			(3,672,143)
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)		167,277	(viii)		(330,781)
Net (Loss) Income Attributable to Medalist Common Shareholders	$	(568,571)		$	(38,467)		$	(138,015)		$	203,544		$	(3,341,362)

Loss per share from operations - basic and diluted													$	(2.96)
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 and Ashley Plaza 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 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 and Merchants line of credit.

(v)

During the year ended December 31, 2025, interest expense includes interest paid on (1) the acquisition line of credit (“ALOC”) 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 ALOC 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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EX-99.1 EX-99.1 1.0 MB

Medalist Diversified (MDRR) cuts debt with $16.3M Ashley Plaza sale and multiple dispositions

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