STOCK TITAN

Property sales reshape Medalist Diversified (NASDAQ: MDRR) balance sheet

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Medalist Diversified, Inc. closed the sale of the Shops at Franklin Square retail property in Gastonia, North Carolina for $24,100,000. The company used $12,954,175 of the proceeds to defease and retire the mortgage loan secured by this property.

Pro forma for recent asset sales, total assets are shown at $65,467,891 and mortgages payable at $19,709,183 as of December 31, 2025. The unaudited pro forma statement of operations for 2025 reflects a net loss of $3,772,525 and a basic and diluted loss per share of $2.70, compared with historical figures of $1,935,773 and $1.90 per share.

The Board authorized and the company declared a quarterly cash dividend of $0.0675 per common share, payable on April 21, 2026 to shareholders of record as of April 15, 2026.

Positive

  • Debt reduction: The company used $12,954,175 of Franklin Square sale proceeds to defease and retire the related mortgage, contributing to a pro forma reduction in mortgages payable to $19,709,183 as of December 31, 2025.

Negative

  • Weaker pro forma earnings: Pro forma net loss for 2025 is $3,772,525 versus historical net loss of $1,935,773, and loss per share from operations widens to $2.70 from $1.90.

Insights

Medalist is recycling assets, cutting debt, but pro forma losses widen.

Medalist Diversified sold the Franklin Square Property for $24,100,000, using $12,954,175 to retire the associated mortgage. Pro forma mortgages payable fall to $19,709,183, which meaningfully reduces secured debt and concentrates the balance sheet in remaining properties.

The unaudited pro forma balance sheet shows total assets of $65,467,891 and total equity of $36,661,285 as of December 31, 2025. However, the pro forma 2025 net loss of $3,772,525 versus the historical net loss of $1,935,773 indicates lower earnings power after the series of property sales.

Loss per share from operations on a pro forma basis is $2.70 compared with historical $1.90, while dividends paid per common share remain $0.2675. The Board’s new quarterly dividend of $0.0675 per share, payable on April 21, 2026, shows the company continuing cash distributions despite the higher pro forma net loss.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Franklin Square sale price $24,100,000 Total sales price of the Franklin Square Property
Mortgage defeasance amount $12,954,175 Proceeds used to defease and retire the Franklin Square mortgage loan
Quarterly dividend per share $0.0675 per share Cash dividend on common stock payable April 21, 2026
Pro forma mortgages payable $19,709,183 Mortgages payable, net, pro forma as of December 31, 2025
Pro forma total assets $65,467,891 Total assets pro forma as of December 31, 2025
Historical net loss 2025 $1,935,773 Historical net loss for year ended December 31, 2025
Pro forma net loss 2025 $3,772,525 Pro forma net loss for year ended December 31, 2025
Loss per share from operations $1.90 vs $2.70 Historical vs pro forma loss per share for 2025
defease financial
"used $12,954,175 from the proceeds from the sale of the Franklin Square Property to defease and retire"
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.
unaudited pro forma consolidated financial statements financial
"The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto"
Loss on extinguishment of debt financial
"Loss on extinguishment of debt | | (430,644)"
Loss on extinguishment of debt is the accounting hit a company records when it retires or restructures a loan or bond for an amount that exceeds the debt’s recorded value—like paying more than the remaining balance to settle a loan early. It matters to investors because it reduces reported profit and can use cash, but may also cut future interest costs or signal financial stress; understanding it helps assess earnings quality and balance-sheet strength.
mandatorily redeemable preferred stock financial
"Loss on redemption of mandatorily redeemable preferred stock | | (9,375)"
Delaware Statutory Trusts financial
"a Virginia-based sponsor of Delaware Statutory Trusts, announced that its Board of Directors has authorized"
A Delaware statutory trust is a legal ownership structure that lets multiple investors hold undivided shares in real estate or other income-producing assets without each person taking direct title. Think of it as a specialized container that owns property while investors own pieces of the container; it simplifies management, limits individual liability, and can enable tax-deferred strategies. Investors care because it offers a way to earn passive rental income and diversify holdings with less hands-on responsibility.
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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): April 1, 2026 (March 30, 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 Franklin Square, 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 PC Acquisitions, LLC, a North Carolina limited liability company (the “Purchaser”), whereby the Purchaser agreed to acquire from the Seller the Shops at Franklin Square, a 134,239 square foot retail property located in Gastonia, North Carolina (the “Franklin Square Property”).

On March 30, 2026, the Company closed on the sale of the Franklin Square Property (the “Disposition”). The total sales price of the Franklin Square Property was $24,100,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $12,954,175 from the proceeds from the sale of the Franklin Square Property to defease and retire is obligations under the mortgage loan secured by the Franklin Square 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 February 4, 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 8.01

Other Events

 

On April 1, 2026, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference, whereby the Board of Directors (the “Board”) has authorized and the Company has declared a quarterly dividend on its common stock (the “Common Stock”) in the amount of $0.0675 per share (the “Dividend”). The Dividend will be payable in cash on April 21, 2026 to holders of record of the Common Stock as of April 15, 2026.

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 December 31, 2025.

 

Notes to Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2025.

 

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

99.2

Press Release dated April 1, 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: April 1, 2026

By:

/s/ C. Brent Winn, Jr.

 

 

C. Brent Winn, Jr.

 

 

Chief Financial Officer

Exhibit 99.1

MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2025

and

Unaudited Pro Forma Consolidated Statement of Operations for 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 REIT, 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, NC, commonly known as Salisbury Marketplace Shopping Center (the “Salisbury Property”) to an unaffiliated purchaser.  

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, KY (the “Buffalo Wild Wings Property”) and 376 Dan Tibbs Road NW Huntsville, Madison County, Alabama (the “United Rentals Property”), each containing a single building, to an unaffiliated purchaser.

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, commonly known as Greenbrier Business Center (the “Greenbrier Property”) to an unaffiliated purchaser.  

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 three buildings at 2697 International Parkway, Virginia Beach, Virginia, commonly known as the Parkway Property (the “Parkway Property”) to an unaffiliated purchaser.

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 commonly known as the Shops at Franklin Square (the “Franklin Square Property”) to an unaffiliated purchaser.  Collectively, the five transactions are referenced herein as the “Dispositions.”

The following unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated balance sheet of Medalist Diversified REIT, Inc. and Subsidiaries as of December 31, 2025, and the audited consolidated statement of operations of Medalist Diversified REIT, Inc. and Subsidiaries for the year ended December 31, 2025.  

The following unaudited pro forma consolidated balance sheet as of December 31, 2025 has been prepared to give effect to dispositions that have closed during 2026, specifically, the Greenbrier Property, Parkway Property and Franklin Square Property, as if these transactions had occurred on December 31, 2025.  The dispositions of the Salisbury, Buffalo Wild Wings and United Rentals properties closed prior to December 31, 2025 and these properties were not represented on the Company’s audited consolidated balance sheet as of December 31, 2025.  As a result, no adjustments to the December 31, 2025 audited consolidated balance sheet are required to reflect their disposition.  

The following unaudited pro forma consolidated statement of operations for year ended December 31, 2025 has been prepared to give effect to the Dispositions 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 of the Greenbrier Property, the Parkway Property and the Franklin Square Property been consummated as of the dates indicated.


Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of December 31, 2025

Pro Forma Adjustments (b)

Pro Forma

Pro Forma

Pro Forma

Adjustments

Adjustments

Adjustments

Franklin Square

Historical

Greenbrier Property

Parkway Property

Property

Pro Forma

December 31, 2025 (a)

Disposition (i)

Disposition (ii)

Disposition (iii)

December 31, 2025

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

ASSETS

Investment properties, net

$

41,187,188

$

$

$

(15,463,511)

(c)

$

25,723,677

Cash

2,631,964

3,631,304

(d)

2,587,895

(d)

10,632,356

(d)

19,483,519

Restricted cash

1,502,106

1,502,106

Rent and other receivables, net of allowance

387,782

387,782

Assets held for sale

28,299,993

(6,323,431)

(e)

(6,613,920)

(e)

15,362,642

Unbilled rent

1,272,531

(70,354)

(f)

(93,330)

(f)

(519,577)

(f)

589,270

Intangible assets, net

1,259,021

(39,152)

(g)

1,219,869

Other intangible assets

293,902

293,902

Other assets

905,124

905,124

Total Assets

$

77,739,611

$

(2,762,481)

$

(4,119,355)

$

(5,389,884)

$

65,467,891

LIABILITIES

Accounts payable and accrued liabilities

$

1,011,528

$

$

$

$

1,011,528

Liabilities associated with assets held for sale

19,002,311

(7,000,000)

(h)

(4,671,294)

(h)

7,331,017

Intangible liabilities, net

784,987

(30,109)

(i)

754,878

Mortgages payable, net

32,828,863

(13,119,680)

(j)

19,709,183

Total Liabilities

$

53,627,689

$

(7,000,000)

$

(4,671,294)

$

(13,149,789)

$

28,806,606

EQUITY

Common stock

$

11,100

$

$

$

$

11,100

Additional paid-in capital

51,957,534

51,957,534

Offering costs

(3,777,793)

(3,777,793)

Accumulated deficit

(38,761,731)

2,117,912

(k)

464,836

(k)

3,878,401

(k)

(32,300,582)

Total Shareholders' Equity

9,429,110

2,117,912

464,836

3,878,401

15,890,259

Noncontrolling interests - Parkway Property

378,105

(378,105)

(l)

Noncontrolling interests - Operating Partnership

14,304,707

2,119,607

(m)

465,208

(m)

3,881,505

(m)

20,771,027

Total Equity

$

24,111,922

$

4,237,519

$

551,939

$

7,759,905

$

36,661,285

Total Liabilities and Equity

$

77,739,611

$

(2,762,481)

$

(4,119,355)

$

(5,389,884)

$

65,467,891

See notes to unaudited pro forma consolidated financial statements


MEDALIST DIVERSIFIED REIT, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2025

Notes to unaudited pro forma consolidated balance sheet as of December 31, 2025

(a)Historical financial information was derived from the audited consolidated balance sheet of the Company as of December 31, 2025.

(b)Represents the impact of the Greenbrier, Parkway and Franklin Square dispositions as if each transaction had occurred on December 31, 2025.

i.On February 13, 2026, the Company closed on the sale of the Greenbrier Property. The total sales price received for the Greenbrier 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

ii.On February 27, 2026, the Company and PMI, the Company’s tenant-in-common co-owner, closed on the sale of the Parkway Property. 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.

iii.On March 30, 2026, the Company, closed on the sale of the Franklin Square Property.  The total sales price received for the 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.

(c)Represents the book value of the Franklin Square Property which, as of December 31, 2025, had not yet been transferred to assets held for sale.

(d)Represents the net cash proceeds of each of the transactions, net of pro rated operating items and the extinguishment of certain liabilities, including tenant security deposits transferred to the buyer.  

(e)Represents the book value of the Greenbrier and Parkway Properties which, as of December 31, 2025, had been transferred to assets held for sale.

(f)Represents the book value of unbilled rent as of December 31, 2025.

(g)Represents the book value of the intangible assets associated with the Franklin Square Property which, as of December 31, 2025, had not yet been transferred to assets held for sale.

(h)Represents the repayment of mortgages payable, net, associated with assets held for sale.  

(i)Represents the book value of the intangible liabilities associated with the Franklin Square Property which, as of December 31, 2025, had not yet been transferred to liabilities associated with assets held for sale.

(j)Represents the repayment of mortgages payable, net, associated with the Franklin Square Property which, as of December 31, 2025, had not yet been transferred to liabilities associated with assets held for sale.

(k)Represents the Company’s interest in the gain on disposition of investment properties.  

(l)Represents PMI’s non-controlling 18% interest in the gain on sale of the Parkway Property.  

(m)Represents the Operating Partnership’s non-controlling interest in the gain on sale.  As of December 31, 2025, the OP Units not held by the Company represent 50.02% of the outstanding OP Units.  

Medalist Diversified REIT, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025

Pro Forma Adjustments (b)

Pro Forma

Adjustments

Historical

Pro Forma

Buffalo Wild

Pro Forma

Pro Forma

Pro Forma

Year Ended

Adjustments

Wings and

Adjustments

Adjustments

Adjustments

Pro Forma

December 31, 2025

Salisbury

United Rentals

Greenbrier

Parkway

Franklin Square

Year Ended

(a)

Disposition

Dispositions

Disposition

Disposition

Disposition

December 31, 2025

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

REVENUE

Retail center property revenues

$

6,313,227

$

767,676

(c)

$

$

$

$

2,634,259

(c)

$

2,911,292

Flex center property revenues

2,820,588

1,103,839

(c)

871,771

(c)

844,978

Single tenant net lease property revenues

1,262,803

294,239

(c)

968,564

Total Revenue

$

10,396,618

$

767,676

$

294,239

$

1,103,839

$

871,771

$

2,634,259

$

4,724,834

OPERATING EXPENSES

Retail center property operating expenses

$

1,874,296

$

207,159

(d)

$

$

$

$

648,597

(d)

$

1,018,540

Flex center property operating expenses

728,820

238,139

(d)

234,480

(d)

256,201

Single tenant net lease property expenses

175,116

175,116

Bad debt expense

2,382

1,061

(e)

1,160

(e)

161

(e)

-

Share based compensation expenses

397,182

397,182

Legal, accounting and other professional fees

1,594,707

1,594,707

Corporate general and administrative expenses

1,283,334

1,283,334

Loss on impairment

74,328

3,400

(f)

56,957

(f)

13,971

Impairment of assets held for sale

662,394

542,394

(g)

120,000

Depreciation and amortization

3,347,577

281,485

(h)

165,201

(h)

206,664

(h)

284,563

(h)

678,496

(h)

1,731,168

Total Operating Expenses

10,140,136

489,705

707,595

449,363

519,204

1,384,050

6,590,219

Gain (loss) on disposal of investment properties

731,439

841,278

(i)

(109,839)

(i)

-

Loss on redemption of mandatorily redeemable preferred stock

(9,375)

(9,375)

Loss on extinguishment of debt

(430,644)

(430,644)

Operating Income (Loss)

547,902

1,119,249

(523,195)

654,476

352,567

1,250,209

(2,305,404)

Interest expense

2,620,396

208,496

(j)

246,882

(j)

256,639

(j)

535,041

(j)

1,373,338

Net (Loss) Income from Operations

(2,072,494)

910,753

(523,195)

407,594

95,928

715,168

(3,678,742)

Other income

361,498

320,670

(k)

40,828

Other expense

(224,777)

(90,166)

(l)

(134,611)

Net (Loss) Income

(1,935,773)

910,753

(523,195)

407,594

5,762

1,035,838

(3,772,525)

Less: Net income attributable to Parkway Property noncontrolling interests

1,036

1,036

(m)

-

Less: Net income (loss) attributable to Operating Partnership noncontrolling interests

452,028

410,841

(n)

(236,013)

(n)

183,865

(n)

2,132

(n)

467,267

(n)

(376,063)

Net (Loss) Income Attributable to Medalist Common Shareholders

$

(2,388,837)

$

499,912

$

(287,182)

$

223,728

$

2,594

$

568,571

$

(3,396,461)

Loss per share from operations - basic and diluted

$

(1.90)

$

(2.70)

Weighted-average number of shares - basic and diluted

1,258,602

1,258,602

Dividends paid per common share

$

0.2675

$

0.2675

See notes to unaudited pro forma consolidated financial statements


MEDALIST DIVERSIFIED REIT, 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 audited consolidated statement of operations of the Company for the year ended December 31, 2025.

(b)Represents the impact of the Dispositions to the Company’s statement of operations as if each transaction had occurred on January 1, 2025.  Each adjustment reflects a reduction of revenues and expenses associated with each property as if the Company had not owned the property during the year ended December 31, 2025.  

(c)Represents the revenues recognized during the year ended December 31, 2025.  

(d)Represents the property operating expenses incurred during the year ended December 31, 2025.  

(e)Represents the bad debt expense recognized during the year ended December 31, 2025.  

(f)Represents the loss on impairment incurred during the year ended December 31, 2025.  

(g)Represents the impairment of assets held for sale recognized during the year ended December 31, 2025.  

(h)Represents the depreciation and amortization expenses recorded during the year ended December 31, 2025.  

(i)Represents the gain on sale for the Salisbury Property and loss on sale for the Buffalo Wild Wings and United Rentals Properties recognized during the year ended December 31, 2025.  

(j)Represents interest expense incurred for the year ended December 31, 2025.  For the Salisbury and Greenbrier Properties, this represents an allocation of interest expense from the Wells Fargo Mortgage Facility incurred during the year ended December 31, 2025.  The Wells Fargo Mortgage Facility was collateralized by the Salisbury and Greenbrier Properties, and the Company’s Lancer Center Property.  The total interest paid under the Wells Fargo Mortgage Facility is allocated to each property based on the relationship of each property’s appraised value at the initiation of the Wells Fargo Mortgage Facility to the total appraised value of the three collateral properties.    

(k)Represents other income consisting of lease termination fees and insurance proceeds recognized during the year ended December 31, 2025.  

(l)Represents other expense, consisting of the change in the fair value of the interest rate cap, recognized during the year ended December 31, 2025.  

(m)Represents PMI’s 18% non-controlling interest in Parkway’s net income for the year ended December 31, 2025.  

(n)Represents the Operating Partnership’s non-controlling interest in each respective property’s net income (loss).  During the year ended December 31, 2025, a weighted average of 45.11% of the Operating Partnership’s net loss was allocated to the noncontrolling unit holders.  

Exhibit 99.2

Graphic

MEDALIST DIVERSIFIED, INC. ANNOUNCES DIVIDEND OF

$0.0675 PER SHARE ON ITS COMMON STOCK

RICHMOND, VA., APRIL 1, 2026--(BUSINESS WIRE)--Medalist Diversified, Inc. (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based sponsor of Delaware Statutory Trusts, announced that its Board of Directors has authorized and the Company has declared a quarterly dividend on its common stock (the "Common Stock") in the amount of $0.0675 per share (the "Dividend"). The Dividend will be payable in cash on April 21, 2026 to holders of record of the Common Stock as of April 15, 2026.

Contacts

Brent Winn
Medalist Diversified, Inc.
bwinn@medalistreit.com


FAQ

What property did Medalist Diversified (MDRR) sell and for how much?

Medalist Diversified sold the Shops at Franklin Square, a 134,239-square-foot retail property in Gastonia, North Carolina, for $24,100,000. The transaction closed on March 30, 2026, following arm’s length negotiations with an unaffiliated purchaser.

How did Medalist Diversified use the proceeds from the Franklin Square sale?

The company used $12,954,175 from the Franklin Square sale proceeds to defease and retire the mortgage loan secured by that property. This significantly reduced secured debt tied to the asset and is reflected in lower pro forma mortgages payable.

What dividend did Medalist Diversified (MDRR) declare on its common stock?

The Board authorized and the company declared a quarterly cash dividend of $0.0675 per common share. The dividend is payable on April 21, 2026 to shareholders of record as of April 15, 2026.

How did Medalist Diversified’s pro forma balance sheet change after the dispositions?

Pro forma as of December 31, 2025, total assets are $65,467,891 and total liabilities are $28,806,606, with total equity of $36,661,285. Mortgages payable decline to $19,709,183 after giving effect to the 2026 dispositions.

What does the pro forma income statement show for Medalist Diversified in 2025?

The unaudited pro forma statement of operations for the year ended December 31, 2025 shows a net loss of $3,772,525. This compares with a historical net loss of $1,935,773, indicating reduced income after the series of property sales.

How did loss per share and dividends per share change on a pro forma basis for MDRR?

Pro forma loss per share from operations is $2.70, compared with historical loss per share of $1.90 for 2025. Dividends paid per common share remain $0.2675, showing continued distributions despite the larger pro forma loss.

Filing Exhibits & Attachments

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