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| ITEM 1.01 | Entry Into a Material Definitive Agreement. |
Contribution Agreement
On November 7, 2025, MDRR XXV Depositor 1, LLC (the “Depositor”), a Delaware limited liability company and a wholly-owned subsidiary of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), entered into a Contribution Agreement (the “Contribution Agreement”) with MDRR XXV DST 1, a Delaware statutory trust (the “DST”), a wholly owned subsidiary of the Company.
Pursuant to the Contribution Agreement, the Depositor agreed to contribute its ownership interest (the “Contribution”) in a Tesla sales, service and delivery facility consisting of a 45,461 square foot, single story building on 3.498 acres of land located at 312 E. 9 Mile Road, Pensacola, Florida (the “Tesla Property”) to the DST in exchange for total consideration of $14,554,504, as described in more detail below, which was based on the price paid by the Company to acquire the Property on July 18, 2025. The Contribution Agreement contains representations, warranties, covenants, and indemnification obligations customary for transactions of this nature. On November 7, 2025, the Depositor completed the Contribution. Upon closing of the Contribution, the Company received cash of $6,932,061 and beneficial interests in the DST having an approximate aggregate net value of $7,622,443.
The DST was formed by MDR XXV Sponsor, TRS, a wholly owned subsidiary of the Company, to hold title to the Tesla Property and expects to offer beneficial interests in the DST to accredited investors in a private placement under Regulation D. The DST intends to offer beneficial interests to third-party investors in a private placement, the proceeds of which will be used to redeem the Depositor’s beneficial interests for cash. Upon completion of such offering, the Company expects to no longer retain an ownership interest in the DST but will continue to control the Tesla Property’s operations as the Trust Manager of the DST under the Amended and Restated Trust Agreement dated November 7, 2025 (the “Trust Agreement”).The Company expects to continue consolidating the DST in its financial statements under applicable accounting guidance until it has sold greater than 50% of the beneficial interests in the DST, at which time the Company will account for its ownership of any remaining beneficial interests in the DST under the equity method of accounting.
Under the terms of the Contribution Agreement and related trust documents:
| ● | The Company will serve as trust manager for the DST under the Amended and Restated Trust Agreement. |
| ● | The Company’s receipt of beneficial interests in the DST is subject to transfer restrictions customary for private placements. |
The foregoing description of the Contribution Agreement is qualified in its entirety by reference to the Contribution Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.
Guaranty
On November 7, 2025, in connection with the completion of the Contribution, the DST entered into a Loan Agreement (the “Loan Agreement”) with Pinnacle Bank (the “Lender”), for a loan in the amount of $7,710,000.00 (the “Loan”).
In connection with the Loan Agreement, Medalist Diversified Holdings, LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), has agreed to provide a limited guaranty (the “Guaranty”) with respect to certain potential costs, expenses, losses, damages and other sums for which the DST is directly liable under the Loan Agreement, including losses or damages that may result from certain intentional actions committed by the DST in violation of the Loan Agreement. The Operating Partnership is also providing a guaranty of the principal balance and any interest or other sums outstanding under the Loan Agreement or any other Loan Document (as defined in the Loan Agreement) in the event of certain bankruptcy or insolvency proceedings involving the DST.
The foregoing description of the Loan Agreement and the Guaranty is qualified in its entirety by reference to the Loan Agreement and the Guaranty, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.
